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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934(Amendment No. )

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☐ Soliciting Material Pursuant to §240.14a-12

PRIMERICA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 5, 2018

To our fellow stockholders:

Fiscal 2017 was a year of significant accomplishment for Primerica. Our Board of Directors continues to work tocreate stockholder value and achieve success through effective business strategies, performance-alignedcompensation programs and thoughtful risk management. We remain committed to serving middle-incomehouseholds throughout the United States and Canada and have created a culture that aligns the needs of ourclients, our sales force and our employees. This letter highlights a few of our company’s accomplishments, and westrongly encourage you to review the entire proxy statement for a more comprehensive discussion of ourachievements in fiscal 2017.

Financial AccomplishmentsWe are proud of the results that we delivered in fiscal 2017, including:

• Growth in diluted adjusted operating income per share of 21.2% compared with fiscal 2016;

• Net operating income return on adjusted stockholders’ equity (ROAE) of 20.6%;

• Return to stockholders in the form of $150 million in share repurchases; and

• Increase in annual stockholder dividends to $0.78 per share.

In addition, our total stockholder return, including dividends, for fiscal 2017 and the five-year period of fiscal 2012through fiscal 2017 was 48.0% and 248.5%, respectively.

Distribution AccomplishmentsWe experienced our strongest year of distribution growth since becoming a public company in 2010, including:

• Life-licensed sales representatives increased 8% to 126,121 at December 31, 2017 compared with

116,827 at December 31, 2016;

• Recruiting of new representatives increased 16% to 303,867 compared with 267,732 in fiscal 2016;

• New life insurance licenses increased 7% to 48,535 compared with 44,724 in fiscal 2016;

• Issued term life insurance policies increased 5% to 312,799 compared with 298,244 in fiscal 2016, resulting

in over $95 billion of face amount issued in fiscal 2017;

• Term life insurance claims paid to policy beneficiaries was $1.4 billion;

• Record client asset values at December 31, 2017 exceeded $61.0 billion;

• Investment and Savings product sales in fiscal 2017 of $6.1 billion; and

• The number of mutual fund-licensed sales representatives increased to 24,340 at December 31, 2017.

Continued Alignment of Compensation and PerformanceOur compensation philosophy includes a strong commitment to provide compensation programs that link executivepay to company performance. The Compensation Committee of our Board of Directors spent significant time in2017 reviewing our executive compensation program with independent experts as part of our continuing effort toappropriately align compensation with performance. As part of this effort, the Compensation Committee is focusedon ensuring that our key executives are incentivized to execute on the strategic priorities of our company. Pleaseread a message from the Compensation Committee on page 30.

Leading Corporate Governance PracticesComplementing our financial and distribution performance is our company’s commitment to corporate governance,including:

• Adoption of proxy access in late 2017;

• Majority voting for directors in uncontested elections;

• Annual election of directors;

• A significant percentage of diversity among our directors;

• An independent Lead Director complemented by a non-executive Chairman of the Board;

• The introduction of a new Corporate Responsibility Report that highlights our approach to the types ofenvironmental, social and governance (ESG) topics in which public investors generally have expressedinterest; and

• Annual outreach to stockholders that own in the aggregate in excess of 60% of our outstanding common

stock and disclosure of the actions taken as a result of those conversations.

We strongly encourage all of our stockholders to convey their views and vote promptly. We look forward to seeingyou at the Annual Meeting. If you cannot attend in person, then you may listen to a live webcast of the AnnualMeeting at our investor relations website, http:// investors.primerica.com. On behalf of our management anddirectors, we want to thank you for your continued support of, and confidence in, our company.

Sincerely,

D. R ICHARD W ILLIAMS G LENN J. W ILLIAMSNon-ExecutiveChairmanoftheBoard ChiefExecutiveOfficer

N OTICE OF 2018 A NNUAL M EETING OF S TOCKHOLDERS Date and Time May 16, 2018, at 10:00 a.m., local time

Place The Primerica Theater located in Primerica’s home office, One Primerica Parkway, Duluth, Georgia 30099

Items of Business • To elect the eleven directors nominated by our Board of Directors and named in the accompanying ProxyStatement (Proposal 1);

• To consider an advisory vote on executive compensation (Proposal 2);

• To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the yearending December 31, 2018 (Proposal 3); and

• To transact such other business as may properly come before the Annual Meeting and any adjournmentsthereof.

Record Date March 21, 2018. Only stockholders of record at the close of business on the record date are entitled toreceive notice of, and to vote at, the Annual Meeting.

Proxy Voting Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at theAnnual Meeting. Promptly voting your shares will save the expense and burden of additional solicitation.

E-Proxy Process We are taking advantage of the Securities and Exchange Commission rules allowing companies to furnishproxy materials to stockholders over the Internet. We believe that this “e-proxy” process expedites yourreceipt of proxy materials, while also lowering the costs and reducing the environmental impact of theAnnual Meeting.

On or about April 5, 2018, we will mail a Notice of Internet Availability of Proxy Materials to holders of ourcommon stock as of March 21, 2018, other than those holders who previously requested electronic or paperdelivery of communications from us. Please refer to the Notice of Internet Availability of Proxy Materials,proxy materials e-mail or proxy card you received for information on how to vote your shares and to ensurethat your shares will be represented and voted at the Annual Meeting even if you cannot attend in person.

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Stockholders to be Held on May 16,2018. The Proxy Statement and the 2017 Annual Report to Stockholders are available free of charge at www.proxyvote.com.

By Order of Our Board of Directors,

S TACEY K. G EERChiefGovernanceOfficerandCorporateSecretary

Duluth, GeorgiaApril 5, 2018

T ABLE OF C ONTENTS PROXY SUMMARY ii

2018 Annual Meeting of Stockholders ii Voting Matters and Voting Recommendations ii How to Cast Your Vote ii Corporate Strategy iii Corporate Performance iv Corporate Governance Matters iv Executive Compensation Matters v

MATTERS TO BE VOTED ON 1 Proposal 1: Election of Eleven Directors 1 Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay) 2 Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm 3

GOVERNANCE 4 Board Structure 4 Director Independence 5 Board Diversity 7 Director Nomination Process 7 Proxy Access 8 Majority Voting Standard for Director Elections 8 Board Evaluation Process 9 Board’s Role in Risk Oversight 9 Communicating with our Board of Directors 10 Stockholder Engagement 11 Role of Compensation Consultant 12 Code of Conduct 12

BOARD OF DIRECTORS 13 Board Members 13 Director Qualifications 24 Board Meetings 25 Board Committees 25 Director Compensation 27 Other Director Matters 29

EXECUTIVE COMPENSATION 30 Compensation Committee Message 30 Compensation Discussion and Analysis (“CD&A”) 32 Compensation Committee Interlocks and Insider Participation 51 Compensation Committee Report 52 Compensation Tables 53 Pay Ratio 63 Employment Agreements 65

AUDIT MATTERS 68 Audit Committee Report 68 Fees and Services of KPMG 69

STOCK OWNERSHIP 71 Ownership of Our Common Stock 71 Section 16(a) Beneficial Ownership Reporting Compliance 74

RELATED PARTY TRANSACTIONS 75 Policies and Procedures Governing Related Party Transactions 75 Transactions with Citigroup 75 Other Transactions 75

INFORMATION ABOUT VOTING AND THE ANNUAL MEETING 76 OTHER STOCKHOLDER INFORMATION 81

Other Information 81 Proposals Pursuant to Rule 14a-8 81 Proxy Access Director Nominees 81 Other Proposals and Director Nominees 81

EXHIBIT A – RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES A-1 Location for the 2018 Annual Meeting of Stockholders Back Cover

Primerica 2018 Proxy Statement i

P ROXY S UMMARYThis summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information youshould consider, and you should read the entire Proxy Statement carefully before voting.

2018 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “AnnualMeeting”) ➤ Date and Time May 16, 2018, at 10:00 a.m., local time

➤ Place The Primerica Theater located in Primerica’s home office, One Primerica Parkway,

Duluth, Georgia 30099 ➤ Record Date March 21, 2018 (the “record date”)

➤ Voting Stockholders as of the record date are entitled to vote. Each share of our common stock

is entitled to one vote for each director nominee and one vote for each of the otherproposals to be voted on.

➤ Admission Attendance at the Annual Meeting will be limited to stockholders of Primerica as of the

record date or their authorized representatives.

On or about April 5, 2018, we will mail a Notice of Internet Availability of Proxy Materials to holders of our common stock as of the record date,other than those holders who previously requested electronic or paper delivery of communications from us.

Voting Matters and Voting RecommendationsSee“MattersToBeVotedOn”beginningonpage1formoreinformation. Proposal Board Vote Recommendation1. Election of eleven directors “FOR” each director nominee2. Advisory vote on executive compensation (“Say-on-Pay”) “FOR”3. Ratification of the appointment of KPMG LLP (“KPMG”) as our

independent registered public accounting firm for the year endingDecember 31, 2018 (“fiscal 2018”) “FOR”

How to Cast Your VoteSee“InformationAboutVotingandtheAnnualMeeting—HowdolVote?”onpage78formoreinformation. ii Freedom Lives Here ™

PROXY SUMMARY Stockholders of record can vote by any of the following methods:

• Over the Internet at the web address noted in the Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy cardthat you received;

• By telephone through the number noted on your proxy card (if you received a proxy card);

• By signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope enclosedtherewith; or

• By attending the Annual Meeting and voting in person.

Corporate StrategyPrimerica, Inc. (the “Company”) is a leading distributor of financial products to middle-income households in the United States and Canadawith 126,121 licensed sales representatives at December 31, 2017. We assist our clients in meeting their needs for term life insurance, whichwe underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of thirdparties. We insured approximately five million lives and have over two million client investment accounts at December 31, 2017. Ourdistribution model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself inboth favorable and challenging economic environments.

Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy andmeans to gain financial independence. We believe there is significant opportunity to meet the increasing array of financial services needs ofour clients. We intend to leverage our sales force to provide additional products and services that meet such client needs, which will drivelong-term value for all of our stakeholders. Our strategy is organized across four primary areas:

• Maximizing sales force growth, leadership and productivity;

• Broadening our protection product portfolio;

• Providing offerings that enhance our Investment and Savings Products (“ISP”) business; and

• Developing digital capabilities to deepen our client relationships.

Primerica 2018 Proxy Statement iii

PROXY SUMMARY

Corporate PerformanceThe bar graphs below depict our performance over the past five fiscal years for the four metrics that we use to measure corporateperformance for purposes of incentive compensation:

Corporate Governance MattersSee“Governance”beginningonpage4formoreinformation.In June 2017, our Board of Directors (the “Board” or our “Board of Directors”) elected Senator C. Saxby Chambliss to the Board, bringing thesize of the Board to 12 members. With the retirement of Mr. Robert F. McCullough at the Annual Meeting, the Board will again consist of 11members. We are pleased that our Board reflects the diversity in the communities that we serve, with female directors and directors withracial or ethnic diversity each comprising 27.2% of our director nominees. iv Freedom Lives Here ™

PROXY SUMMARY The highlights of our corporate governance program are set forth below: Board Structure • 75.0% of the Board Consists of Independent Directors

• Independent Lead Director of the Board

• Separate Non-Executive Chairman of the Board and Chief Executive Officer roles

• Independent Audit, Compensation and Corporate Governance Committees

• Regular Executive Sessions of Independent Directors

• Annual Board and Committee Self-Assessments

• Periodic Director Peer Reviews

• Significant Number of Directors that Demonstrate Gender, Racial and Ethnic Diversity

Stockholder Rights • Proxy Access

• Annual Election of Directors

• Majority Voting for Directors in Uncontested Elections

• No Poison Pill in Effect

• Annual Stockholder Engagement to Discuss Corporate Governance and Executive Compensation

• Multiple Avenues for Stockholders to Communicate with the Board

Other Highlights • Stock Ownership Guidelines for Directors and Senior Executives

• Pay for Performance Philosophy

• Broad Clawback Provisions in the Company’s Omnibus Incentive Plan

• Policies Prohibiting Hedging, Pledging and Short Sales

• No Excise Tax Gross-Ups Executive Compensation MattersSee“ExecutiveCompensation”beginningonpage30formoreinformation.

The Compensation Committee (the “Compensation Committee”) of our Board of Directors structured our executive compensation program topay for performance and, over the long term, to provide compensation to our executive officers that is market competitive. Further, it isstructured so that a meaningful percentage of compensation is tied to the achievement of challenging corporate performance objectives. Setforth below is a brief description of our executive compensation program for the year ended December 31, 2017 (“fiscal 2017”).

• Components include base salary, annual cash incentive awards and long-term equity awards.

• Each of our Executive Team members (identified in “Executive Compensation — Compensation Discussion and Analysis (“CD&A”)) hasa maximum permissible award that is equal to a designated percentage of operating income before income taxes.

Primerica 2018 Proxy Statement v

PROXY SUMMARY • The Compensation Committee set cash award targets for each Executive Team member at the beginning of 2017.

– Cash incentive awards are based on the Company’s achievement of pre-determined performance goals related to operatingrevenues, net operating income, net operating income return on adjusted stockholders’ equity (“ROAE”) and size of life-licensedsales force at year end and can be increased or decreased by the Compensation Committee by up to 20% for personalperformance.

– Each of our Executive Team members received a corporate performance award equal to 112.3% of the target award.

– The Compensation Committee elected not to make any personal performance adjustments.

• The grant values of long-term equity awards granted to our Executive Team members in February 2018 were fixed at the beginning offiscal 2017.

– Equity award value is split equally between time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”).

– The RSUs vest in equal installments over three years.

– The PSUs will be earned based on the Company’s ROAE over a three-year performance period of 2018 through 2020, and theexecutives will receive between 0% and 150% of the awarded shares in March 2021.

• Each of our Executive Team members has an employment agreement that provides severance upon a termination of employmentwithout cause or a resignation for good reason.

vi Freedom Lives Here ™

M ATTERS T O BE V OTED O N Proposal 1:Election of Eleven Directors

• What am I voting on? Stockholders are being asked to elect each of the eleven director nominees named in this Proxy Statement tohold office until the annual meeting of stockholders in 2019 and until his or her successor is elected and qualified.

• Voting Recommendation: “FOR” the election of the eleven director nominees.

• Vote Required: A director will be elected if the number of shares voted “FOR” that director exceeds the number of votes “AGAINST”that director.

See“BoardofDirectors”beginningonpage13formoreinformation.We ask that our stockholders elect the eleven director nominees named below to our Board of Directors to serve a one-year termcommencing at the Annual Meeting. Our Board of Directors has adopted majority voting for directors in uncontested elections. As a result,each director will be elected by a majority of the votes cast, meaning that each director nominee must receive a greater number of sharesvoted “FOR” such director than the shares voted “AGAINST” such director. If an incumbent director does not receive a greater number ofshares voted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or her resignation to theBoard. In that situation, the Corporate Governance Committee of our Board (the “Corporate Governance Committee”) would make arecommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the datethe election results are certified, the Board will act on the Corporate Governance Committee’s recommendation and will publicly disclose itsdecision and rationale behind it. In a contested election – a circumstance we do not anticipate at the Annual Meeting – director nominees areelected by a plurality vote. Any shares that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote.The following table provides summary information about each director nominee, all of whom currently serve on our Board. Name Age Occupation Independent Date Joined Our BoardJohn A. Addison, Jr. 60 CEO, Addison Leadership Group No October 2009Joel M. Babbit

64

Co-Founder and Chief Executive Officer, Narrative ContentGroup, LLC

Yes

August 2011

P. George Benson 71 Former President, The College of Charleston Yes April 2010C. Saxby Chambliss 74 Partner, DLA Piper Yes June 2017Gary L. Crittenden 64 Private Investor Yes July 2013Cynthia N. Day

52

President and Chief Executive Officer, Citizens BancsharesCorporation

Yes

January 2014

Mark Mason 48 Chief Financial Officer, Institutional Clients Group, Citigroup Inc. Yes March 2010Beatriz R. Perez

48

SVP and Chief Public Affairs, Communications andSustainability Officer, The Coca-Cola Company

Yes

May 2014

D. Richard Williams

61

Non-Executive Chairman of the Board and Former Co-ChiefExecutive Officer

No

October 2009

Glenn J. Williams 58 Chief Executive Officer No April 2015Barbara A. Yastine 58 Private Investor and Independent Director Yes December 2010

Primerica 2018 Proxy Statement 1

MATTERS TO BE VOTED ON Each director nominee attended more than 85% of the aggregate of all meetings of our Board of Directors and each committee of which he orshe was a member during fiscal 2017.Senator C. Saxby Chambliss was elected to our Board in June 2017. Mr. G. Williams was elected to the Board and promoted to ChiefExecutive Officer (also referred to as “CEO”) as of April 1, 2015. The remaining nine director nominees have served at least since the 2014Annual Meeting of Stockholders. Unless otherwise instructed, the members of the Proxy Committee (as defined in “Information About Votingand the Annual Meeting”) will vote the proxies held by them “FOR” the election to our Board of Directors of the nominees named above.

Proposal 2:Advisory Vote on Executive Compensation (Say-on-Pay)

• What am I voting on? The Board is asking our stockholders to approve, on an advisory basis, the compensation of the namedexecutive officers in this Proxy Statement.

• Voting Recommendation: “FOR” the proposal.

• Vote Required: Approval requires a “FOR” vote by at least a majority of the shares present in person or represented by valid proxy andentitled to vote.

See“ExecutiveCompensation”beginningonpage30formoreinformation.We most recently sought stockholder approval of our executive compensation program in conjunction with our 2017 Annual Meeting ofStockholders. At such meeting, approximately 99.5% of votes were cast in favor of our executive compensation program. In addition, at thatmeeting our stockholders supported the Board’s recommendation to hold an annual Say-on-Pay vote. As a result, the next Say-on-Pay vote(after that taken at the 2018 Annual Meeting) will take place at the Company’s 2019 Annual Meeting. The Say-on-Pay vote is not binding onthe Company, our Board of Directors or the Compensation Committee. Our Board and the Compensation Committee value the opinions of ourstockholders and, to the extent there is any significant vote against our executive compensation program as disclosed in this ProxyStatement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary toaddress those concerns.As described in detail under the heading “Executive Compensation — Compensation Discussion and Analysis (“CD&A”)”, our executivecompensation program is designed to attract, motivate, and retain our named executive officers, each of whom is critical to our success.Under this program, our named executive officers are rewarded for the achievement of specific annual, long-term, strategic and corporategoals, and the realization of increased stockholder value. The Compensation Committee continually reviews and modifies the compensationprogram for our named executive officers to ensure that it achieves the desired goals of aligning our executive compensation structure withour stockholders’ interests and current market practices. Please read the CD&A section for additional details about our executivecompensation program, including information about the compensation of our named executive officers for fiscal 2017.The advisory vote in this resolution is not intended to address any specific element of compensation; rather, it relates to the overallcompensation of our named executive officers, as well as the philosophy, policies and practices described in this Proxy Statement. Ourstockholders have the opportunity to vote for or against, or to abstain from voting on, the following resolution:“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers,as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders pursuant to the compensation disclosure rulesof the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any relatedmaterial disclosed in such proxy statement.” 2 Freedom Lives Here ™

MATTERS TO BE VOTED ON

Proposal 3:Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm

• What am I voting on? The Board is asking our stockholders to ratify the selection by the Audit Committee of our Board (the “AuditCommittee”) of KPMG as our independent registered public accounting firm for fiscal 2018.

• Voting Recommendation: “FOR” the ratification of our independent registered public accounting firm.

• Vote Required: Approval requires a “FOR” vote by at least a majority of the shares present in person or represented by valid proxy andentitled to vote.

See“AuditMatters”beginningonpage68formoreinformation.We ask that our stockholders ratify the selection of KPMG as our independent registered public accounting firm for fiscal 2018. The Audit Committee has authority to retain and terminate the Company’s independent registered public accounting firm. The AuditCommittee has appointed KPMG as our independent registered public accounting firm to audit the consolidated financial statements of theCompany and its subsidiaries for fiscal 2018, as well as the Company’s internal control over financial reporting. Although stockholderratification of the appointment of KPMG is not required, our Board of Directors believes that submitting the appointment to our stockholders forratification is a matter of good corporate governance. If our stockholders do not ratify the appointment of KPMG, then the Audit Committee willreconsider the appointment. We paid KPMG an aggregate of $2.8 million in fiscal 2017 and $2.7 million in the year ended December 31, 2016(“fiscal 2016”).One or more representatives of KPMG are expected to be present at the Annual Meeting. The representatives will have an opportunity tomake a statement if they desire to do so and will be available to respond to appropriate stockholder questions.


G OVERNANCE Our Board oversees the business and affairs of the Company, and our directors believe that good corporate governance is a critical factor inour continued success and also aligns management and stockholder interests. Through the corporate governance page of our investorrelations website at http:// investors.primerica.com, our stockholders have access to key governing documents such as our Code of Conduct,Corporate Governance Guidelines and charters of each committee of the Board.

Board StructureOur Board currently consists of twelve directors, and after the Annual Meeting our Board will consist of eleven directors. The Company’sgovernance documents provide our Board with flexibility to select the appropriate leadership structure for the Company. Currently, theCompany has a non-executive Chairman of the Board and an independent Lead Director. Our Board believes that this structure is the mostappropriate leadership structure for the Company at this time and is in the best interests of our stockholders because it provides decisive andeffective leadership and, when combined with the Company’s other governance policies and procedures, provides appropriate opportunitiesfor oversight, discussion and evaluation of decisions and direction by our Board.Mr. R. Williams has served as non-executive Chairman of the Board since April 2015. He previously served as Chairman of the Board andCo-Chief Executive Officer. Mr. G. Williams has served as Chief Executive Officer since April 2015. He previously served as President since2005. Mr. Benson, one of our independent directors and Chairman of the Corporate Governance Committee, has served as the Lead Directorof our Board since February 2014 and he joined our Board in April 2010. As the primary interface between management and our independentdirectors, the Lead Director provides a valuable supplement to the non-executive Chairman and the Chief Executive Officer roles and servesas a key contact for the non-employee directors, thereby enhancing our Board’s independence from management. The responsibilities of ourChairman of the Board and our Lead Director are set forth below. Duties and Responsibilities of Chairman of the Board Duties and Responsibilities of Lead Director

• Preside over Board meetings and meetings of non-employeedirectors

• Call special meetings of our Board

• Approve agendas for Board meetings

• Review advance copies of Board meeting materials

• Preside over stockholder meetings

• Facilitate and participate in formal and informal communicationswith and among directors

• Review interested party communications directed to our Boardand take appropriate action

• Preside at all Board meetings at which the Chairman of theBoard is not present

• Call meetings of independent directors and set the agenda forsuch meetings

• Preside at all meetings of independent directors and at allexecutive sessions of independent directors

• Review Board meeting agendas and provide input to theChairman of the Board

• Communicate with management on behalf of the independentdirectors when appropriate

• Act as liaison between the Chairman of the Board, the CEOand members of the Board

• Lead the annual Board self-assessment and periodic peerreview

• Lead the annual CEO evaluation

• Lead the CEO succession process 4 Freedom Lives Here ™

GOVERNANCE All directors play an active role in overseeing the Company’s business both at our Board and committee levels. In addition, directors have fulland free access to members of management, and our Board and each committee has authority to retain independent financial, legal or otheradvisors as they deem necessary without consulting, or obtaining the approval of, any member of management. Our Board holds separateexecutive sessions of its non-employee directors and of its independent directors at least annually.

Director IndependenceIndependenceDeterminationsMr. R. Williams and Mr. Addison are not independent because they previously served as the Company’s Co-Chief Executive Officers. Mr. G.Williams, our Chief Executive Officer, is not independent because he is a member of management and an employee of the Company.Our Board annually assesses the outside affiliations of each director to determine if any of these affiliations could cause a potential conflict ofinterest or could interfere with the independence of the director. Based on information furnished by all directors regarding their relationshipswith Primerica and its subsidiaries and research conducted by management and discussed with our Board with respect to outside affiliations,our Board has determined that none of the outside directors who served on our Board during fiscal 2017 has or had a material relationshipwith Primerica other than through his or her role as director, and, except as set forth above, each is independent because he or she satisfies:

• The categorical standards set forth below;

• The independence standards set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

• The criteria for independence set forth in Section 303A.02(b) of the New York Stock Exchange (“NYSE”) Listed Company Manual.

A determination of independence under these standards does not mean that a director is disinterested under Section 144 of the DelawareGeneral Corporation Law. Each director, relevant committee and our full Board may also consider whether any director is interested in anytransaction brought before our Board or any of its committees for consideration.

IndependenceofCommitteeMembersThroughout fiscal 2017, the Audit, Compensation and Corporate Governance Committees have been fully independent in accordance with theNYSE Listed Company Manual and our Board’s director independence standards described above. In fiscal 2017, no member of thesecommittees received any compensation from Primerica other than directors’ fees, and no member of the Audit Committee was or is anaffiliated person of Primerica (other than by virtue of his or her directorship). Members of the Audit Committee meet the additional standardsof audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).Throughout fiscal 2017, members of the Compensation Committee met the additional standards then applicable to outside directors underSection 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and they qualify as non-employee directors as defined inRule 16b-3 under the Exchange Act.In determining Senator Chambliss’ independence, the Board of Directors considered the fact that, before Senator Chambliss was elected tothe Board, the Company had retained the law firm of DLA Piper, of which Senator Chambliss is a partner, to provide legal advice to theCompany on various regulatory and transactional matters. Senator Chambliss does not perform legal work for the Company and theCompany does not believe that Senator Chambliss has any material interest, whether direct or indirect, in any of the arrangements we havewith DLA Piper. Therefore, the Board has determined that Senator Chambliss qualifies as an independent


GOVERNANCE director. In addition, the Corporate Governance Committee has implemented certain safeguards to ensure that Senator Chambliss’ positionwith DLA Piper does not impact his independence.In determining Mr. Mason’s independence, the Board of Directors considered the fact that Citigroup Inc. (“Citigroup”) performs certainservices for the Company and is a member of the Company’s bank syndicate for its new revolving credit facility. The Company does notbelieve that Mr. Mason has any material interest, whether direct or indirect, in any of the transactions and agreements we have with Citigroup.Therefore, the Board has determined that Mr. Mason qualifies as an independent director.

CategoricalStandardsofIndependenceThe Company has established categorical standards of independence for our Board, which are described in our Corporate GovernanceGuidelines. To be considered independent for purposes of the director qualification standards, (i) the director must meet independencestandards under the NYSE Listed Company Manual and (ii) our Board must affirmatively determine that the director otherwise has no materialrelationship with the Company, directly or as an officer, shareowner or partner of an organization that has a relationship with the Company.To assist it in determining each director’s independence in accordance with the NYSE’s rules, our Board has established guidelines, whichprovide that a director will be deemed independent unless:

(a) (1) the director is an employee, or an immediate family member of the director is an executive officer, of the Company or any of itsaffiliates, or (2) the director was an employee, or the director’s immediate family member was an executive officer, of the Company orany of its affiliates during the immediately preceding three years;

(b) (1) the director presently receives during any consecutive 12-month period more than $120,000 in direct compensation from theCompany or any of its affiliates, or an immediate family member of the director presently receives during any consecutive 12-monthperiod more than $120,000 in direct compensation for services as an executive officer of the Company or any of its affiliates, excludingdirector and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is notcontingent in any way on continued service), or (2) the director or the director’s immediate family member had received suchcompensation during any consecutive 12-month period within the immediately preceding three years;

(c) (1) the director is a current partner or employee of a firm that is the Company’s internal or independent auditor, (2) an immediate familymember of the director is a current partner of such a firm, (3) an immediate family member of the director is a current employee of sucha firm and personally works on the Company’s audit, or (4) the director or an immediate family member of the director was, within thelast three years, a partner or employee of such a firm and personally worked on the Company’s audit within that time period;

(d) (1) an executive officer of the Company serves on the board of directors of a company that, at the same time, employs the director, oran immediate family member of the director, as an executive officer, or (2) Primerica and the company of which the director or his or herimmediate family member is an executive officer had such relationship within the immediately preceding three years;

(e) (1) the director is a current executive officer or employee, or an immediate family member of the director is a current executive officer, ofanother company that makes payments to or receives payments from the Company for property or services in an amount which, in anysingle fiscal year, exceeds the greater of $1 million, or two

6 Freedom Lives Here ™

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percent (2%) of such other company’s consolidated gross revenues, or (2) Primerica and the company of which the director is anexecutive officer or employee or his or her immediate family member is an executive officer had such relationship within the immediatelypreceding three years;

(f) the director serves as an executive officer, director or trustee, or his or her immediate family member who shares the director’shousehold serves as an executive officer, director or trustee, of a charitable organization, and within the last three years, discretionarycharitable contributions by the Company to such organization, in the aggregate in any one year, exceed the greater of $1 million or 2%of that organization’s total annual charitable receipts;

(g) the director has any interest in an investment that the director jointly acquired in conjunction with the Company;

(h) the director has, or his or her immediate family member has, a personal services contract with the Company; or

(i) the director is affiliated with, or his or her immediate family member is affiliated with, a paid advisor or consultant to the Company.

Board DiversityDiversity is very important to us. We strive to offer an inclusive business environment that offers and benefits from diversity of people, thoughtand experience. This also holds true for our Board. Pursuant to our Corporate Governance Guidelines, our Board annually reviews theappropriate skills and characteristics of its members in light of the current composition of our Board, and diversity is one of the factors used inthis review. In addition, in identifying a director candidate, the Corporate Governance Committee and our Board consider and discussdiversity, among the other factors discussed under “— Director Nomination Process,” with a view toward the role and needs of our Board as awhole. The Corporate Governance Committee and our Board generally view diversity expansively to include, without limitation, concepts suchas race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities orattributes that together contribute to the successful functioning of our Board.

Director Nomination ProcessIn discharging its responsibility for director nominations, the Corporate Governance Committee receives input from the Chairman of theBoard, other directors and, if applicable, the Corporate Governance Committee’s independent professional search firm. It also considers andevaluates any candidates recommended by our stockholders, as described below.Our Board has determined that its members should bring to the Company a broad range of experience, knowledge and judgment. Asuccessful board candidate must be prepared to represent the interests of the Company and all of its stockholders, not the interests ofparticular constituencies. The Corporate Governance Committee and our Board have not established specific minimum age, education, yearsof business experience or specific types of skills for potential candidates. The factors considered by the Corporate Governance Committeeand our Board in their review of potential candidates include whether:

• The candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards;

• The candidate has had business, governmental, non-profit or professional experience at the Chairman, Chief Executive Officer, Chief

Operating Officer or equivalent policy-making and operational level of a large organization that indicates that the candidate will be ableto make a meaningful and immediate contribution to our Board;


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• The candidate has special skills, expertise and background that would complement the attributes of the existing directors, taking intoconsideration the diverse communities and geographies in which the Company operates;

• The candidate has financial expertise;

• The candidate will effectively, consistently and appropriately take into account and balance the legitimate interests and concerns of all ofour stockholders and our other stakeholders in reaching decisions, rather than advancing the interests of a particular constituency;

• The candidate possesses a willingness to challenge management while working constructively as part of a team in an environment ofcollegiality and trust; and

• The candidate will be able to devote sufficient time and energy to the performance of his or her duties as a director.The Corporate Governance Committee carefully reviews all current directors and director candidates in light of these factors based on thecontext of the current and anticipated composition of our Board, the current and anticipated operating requirements of the Company and thelong-term interests of our stockholders. In reviewing a candidate, the Corporate Governance Committee considers the integrity of thecandidate and whether the candidate would be independent as defined in the Corporate Governance Guidelines and the NYSE ListedCompany Manual. The Corporate Governance Committee expects a high level of involvement from our directors and, if applicable, reviews acandidate’s service on other boards to assess whether the candidate has sufficient time to devote to Board duties.The Corporate Governance Committee decides whether to further evaluate each candidate, which would include a thorough reference check,interviews, and discussions about the candidate’s qualifications, availability and commitment. The Corporate GovernanceCommittee reviews the results of all interviews and makes a recommendation to our Board with respect to the election of a potential candidateto our Board. Our Board expects that all candidates recommended to our Board will have received the approval of all members of theCorporate Governance Committee.Any stockholder who wishes to have the Corporate Governance Committee consider a candidate for election to our Board is required to givewritten notice of his or her intention to make such a nomination. For a description of the procedures required to be followed for a stockholderto nominate a director, see “Other Stockholder Information — Proxy Access Director Nominees” and “Other Stockholder Information – OtherProposals and Director Nominees.” A proposed nomination that does not comply with these requirements will not be considered by theCorporate Governance Committee. There are no differences in the manner in which the Corporate Governance Committee considers orevaluates director candidates it identifies and director candidates who are recommended by our stockholders.

Proxy AccessA stockholder or group of no more than 20 stockholders that has owned at least three percent of our common stock for at least three yearsmay nominate directors to our Board and have the nominees included in our proxy materials to be voted on at our annual meeting ofstockholders. The maximum number of stockholder nominees that will be included in our proxy materials with respect to any such annualmeeting is the greater of (i) two or (ii) 20 percent of directors to be elected. A stockholder who seeks to nominate a director or directors to ourBoard must provide proper notice to the Company’s Corporate Secretary under our by-laws. See “Other Stockholder Information — ProxyAccess Director Nominees.”

Majority Voting Standard for Director ElectionsIn an uncontested election, directors are elected by a majority of “FOR” votes cast by stockholders. (An uncontested election is an 8 Freedom Lives Here ™

GOVERNANCE election where the number of nominees is the same as the number of directors to be elected.) If an incumbent director does not receive agreater number of shares voted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or herresignation to the Board. In that situation, the Corporate Governance Committee would make a recommendation to the Board about whetherto accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Boardwill act on the Corporate Governance Committee’s recommendation and will publicly disclose its decision and rationale behind it. In acontested election, director nominees are elected by a plurality vote. Under the plurality standard, the number of persons equal to the numberof vacancies to be filled who receive more votes than other nominees are elected to the Board, regardless of whether they receive a majorityof votes cast. An election is considered contested under our by-laws if, outside of the proxy access process, a stockholder has submittednotice of a director nomination to the Company’s Corporate Secretary.

Board Evaluation ProcessThe Company’s Corporate Governance Guidelines require that the Corporate Governance Committee conduct an annual review of Boardperformance and further requires that each standing committee conduct an annual evaluation of its own performance. To facilitate thoseevaluations, each independent committee prepares a written self-assessment questionnaire that is completed by the members of thecommittee. In addition, the Corporate Governance Committee prepares a written Board-assessment questionnaire that is completed by all ofthe members the Board. The questions are designed to gather suggestions to improve Board and committee effectiveness and solicitadditional feedback. The Board self-assessment is conducted at a different time during the year than the committee self-assessments, so thatthe directors have more time to reflect on the functioning of the Board as a whole. The Corporate Secretary compiles the results of each self-assessment and shares those results with all directors. The committee chairs lead discussions during their committee meetings of the resultsof the self-assessments, highlighting areas that require additional attention. The Corporate Governance Committee discusses the Board self-assessment and the Lead Director leads a discussion of the self-assessment among the full Board. Management then discusses with theLead Director specific items that require additional attention and a plan is developed to address any action items.For fiscal 2017, the Corporate Governance Committee also retained a third party to facilitate in-depth Board and Committee assessments.The third party met in person with each director and solicited feedback on Board function and meetings, composition, leadership, as well asother matters. The facilitator then compiled results from the interviews and provided an in-person oral report to each of the CorporateGovernance Committee and the Board of Directors with recommendations for improvement.

Board’s Role in Risk OversightOur Board is ultimately responsible for overseeing the Executive Team’s management of the various risks facing the Company as well as theCompany’s tone at the top and overall risk culture. The Board has delegated to the Audit Committee responsibility for regularly monitoring ourenterprise risk management (ERM) program. Management uses the ERM program to identify, aggregate, monitor and manage risks. Theprogram also defines our risk appetite and culture.The Audit Committee is responsible for ensuring that all risk areas are being monitored by senior management and that all risk managementmatters are being reported to our Board or


GOVERNANCE appropriate Board committee and are being addressed as needed. The Board and each Board committee are responsible for monitoring andreporting on the material risks associated with their respective subject matter areas: Board/Board Committee Risk Management OversightBoard of Directors Responsible for the oversight of risks associated with our strategic plans and cybersecurityAudit Committee

Responsible for the oversight of our accounting and financial reporting processes, the integrity of ourfinancial statements, and potential conflicts of interest

Compensation Committee

Responsible for the oversight of risks associated with our executive and employee compensationpractices

Corporate Governance Committee

Responsible for the oversight of our corporate governance risks, including director independence,succession planning and talent development

At the Board’s request, a cross-functional group of management-level employees provides, at least annually, an update on cybersecurityrisks. This presentation includes information on system readiness and protection, our incident response plan, recent internal training exercisesand recovery plans.Management is responsible for implementing the Board-approved risk management strategy and developing policies, controls, processes andprocedures to identify and manage risks. In fiscal 2017, Management’s Business Risk and Control Committee regularly monitored the majorrisks facing the Company and our Chief Risk Officer presented a risk profile and quarterly status updates to the Audit Committee.Management re-evaluates and ranks the Company’s risks annually, and the rankings are shared with the Audit Committee. The AuditCommittee receives detailed updates on the Company’s top ten risks each quarter, and receives updates on other risks as needed. Theseupdates include risks on which the Management team has been devoting attention and may include matters relating to financial compliance,operational assessments, compliance monitoring and testing, cybersecurity and legal developments. The Audit Committee also ensures thatthe Board of Directors is apprised of significant risks determined by Management to have a potential significant impact on the Company as awhole.Further, our Chief Internal Auditor and General Counsel each present to our Audit Committee quarterly on developments in the business thatare believed to expand or minimize business risk. The Company’s Chief Internal Auditor also meets in executive session with the AuditCommittee at least quarterly and she reports directly to the Audit Committee with respect to Internal Audit findings. The Audit Committee usesthe results of its discussions with the Company’s Chief Internal Auditor to monitor the audit schedule for the internal audit group.

Communicating With Our Board of DirectorsOur stockholders and other interested persons may communicate with our directors, or any specified individual director, by addressing suchcommunications to them in care of the Company’s Corporate Secretary, at the Company’s principal executive office located at One PrimericaParkway, Duluth, Georgia 30099. Our stockholders and other interested persons may also communicate with our directors by sending ane-mail message as follows:

• With our Board, to [email protected];

• With the Audit Committee, to [email protected];

• With the non-employee directors, to [email protected];or

• With the Chairman of the Board, to [email protected] accordance with a policy approved by the Audit Committee, the Company’s Chief Governance Officer (or, solely with respect to mattersthat are not reasonably likely to have 10 Freedom Lives Here ™

GOVERNANCE legal implications for the Company, the Company’s Chief Compliance and Risk Officer) is required to:

• Report communications of concerns relating to accounting, finance, internal controls or auditing matters to the Audit Committee;

• Investigate communications of concerns relating to conduct of employees, including concerns related to internal policies;

• Report communications of concerns relating to non-compliant behavior, such as allegations of violations of the Company’s Code ofConduct or antitrust violations, to the Audit Committee; and

• Determine whether to maintain or discard certain communications received.If the correspondence is specifically marked as a private communication to our Board (or a specific member or members of our Board), thenthe Company’s Corporate Secretary will not open or read the correspondence, and will forward it to the addressee. These procedures maychange from time to time, and you are encouraged to visit our investor relations website for the most current means of communicating withour directors.

Stockholder EngagementConsistent with the process we have followed since 2013, in late fiscal 2017 we invited the Company’s top stockholders, which togetherrepresented over 60% of our outstanding shares, to speak with management about topics important to them. Specific topics covered duringthese conversations included Board diversity, ESG matters, proxy access and other governance matters and executive compensation. Wewere pleased with the stockholder feedback, which indicated that our stockholders are generally satisfied with the Company’s corporategovernance and executive compensation practices as well as the format and content of the proxy statement. This feedback was reviewed byour Board of Directors and the relevant Board committees. The table below describes requests received during these conversations and ourresponses to those suggestions. What We Heard What We DidElect a director with legal and/or governmental expertise

Elected Senator C. Saxby Chambliss to our Board of Directors inJune 2017.

Expand the Proxy Summary and provide additional information on theBoard evaluation process and Board diversity

See pages i-v, 7-9 and 24 for expanded disclosure on theseareas.

Adopt proxy access

The Board approved amendments to the Company’s by-laws inNovember 2017 to incorporate proxy access.

Provide additional information about corporate strategy

See page 39 for information about the Company’s strategy andthe link to incentive compensation.

Increase the percentage of performance-based compensation

Beginning with awards in fiscal 2018, equity compensation to ourExecutive Team members is evenly split between RSUs andPSUs.

Provide additional information about the rigor of corporate performancemetrics

See page 40 for a chart that illustrates actual corporateperformance compared to the fiscal 2017 corporate metrics aswell as actual corporate performance in fiscal 2016.

Provide additional information on Environmental, Social andGovernance (“ESG”) matters

A Corporate Responsibility Report was shared on our investorrelations website in October 2017.

Add a right for stockholders to call a special meeting

The Board will consider this provision when the Company’sCharter is next amended.

Remove the supermajority vote requirement currently set forth in theCharter

The Board will consider this provision when the Company’sCharter is next amended.


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Role of Compensation ConsultantThe Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its independent consultant for fiscal 2017 and determinedthat the Company would not retain Pearl Meyer for any projects without the prior consideration and consent of the Compensation Committee.Pearl Meyer’s responsibilities for fiscal 2017 included:

• Reviewing drafts of Compensation Committee meeting agendas, materials, and minutes, as requested;

• Reviewing major management proposals;

• Bringing any concerns or issues to the attention of the Compensation Committee Chair;

• Evaluating the competitiveness of executive and director pay;

• Preparing materials for the Compensation Committee in advance of meetings;

• Attending Compensation Committee meetings;

• Reviewing and commenting on compensation-related proxy disclosures;

• Reviewing the Compensation Committee Charter;

• Reviewing executive compensation tally sheets;

• Being available for additional consultation to the Compensation Committee Chair; and

• Undertaking special projects at the request of the Compensation Committee Chair.See “Executive Compensation — Compensation Discussion and Analysis (“CD&A”) — Fiscal 2017 Executive Compensation — TheCompensation Setting Process — Compensation Consultant.”

Code of ConductThe Company’s Code of Conduct applies to all employees, directors, and officers of the Company and its subsidiaries. The Code of Conductis posted on the Corporate Governance page of our investor relations website at http:// investors.primerica.comand is available in print, freeof charge, to our stockholders who request a copy. The Company also has made available an Ethics Hotline, which can be accessed byphone or email and permits employees to anonymously report a violation of the Code of Conduct. Any changes to the Code of Conduct will beposted on the Company’s investor relations website. 12 Freedom Lives Here ™

B OARD OF D IRECTORSBoard MembersThe following information about each nominee for our Board of Directors includes their business experience, director positions held currentlyor at any time during the last five years, and the experiences, qualifications attributes or skills that caused the Corporate GovernanceCommittee and our Board of Directors to determine that each individual should be nominated to serve as one of our directors. One of ourdirectors, Robert F. McCullough, is not standing for re-election as he has reached our mandatory retirement age for directors. Mr. McCulloughhas served as a director since our initial public offering (“IPO”) in April 2010 and we thank him for his years of distinguished service. JOHN A. ADDISON, JR.

Board Committees: None

Public Directorships: None

Chief Executive Officer of Addison Leadership Group Age: 60 Director Since October 2009 Mr. Addison has been the Chief Executive Officer of Addison Leadership Group since April 2015. He also serves as Non-Executive Chairmanof Primerica Distribution. Mr. Addison served as the Company’s Co-Chief Executive Officer from 1999 through March 2015 and served theCompany in various capacities since 1982 when he joined us as a business systems analyst. He has served in numerous officer roles withPrimerica Life Insurance Company (“Primerica Life”), a life insurance underwriter, and Primerica Financial Services, Inc., a general agent,both of which are subsidiaries of Primerica. He served as Vice President and Senior Vice President of Primerica Life, as well as ExecutiveVice President and Group Executive Vice President of Marketing. In 1995, he became President of the Primerica operating unit of Citigroupand was promoted to Co-Chief Executive Officer in 1999. Mr. Addison is President and Chief Executive Officer of Addison Leadership GroupLLC and he serves on the Board of the National Monuments Foundation. Mr. Addison received his B.A. in Economics from the University ofGeorgia and his M.B.A. from Georgia State University. Mr. Addison brings to our Board his 15 years of experience as our Co-Chief Executive Officer and over 30 years of understanding theCompany and our business, along with general management and marketing expertise.


BOARD OF DIRECTORS JOEL M. BABBIT

Board Committees: Corporate Governance


Co-Founder and Chief Executive Officer of Narrative Content Group, LLC (formerly MNN Holding Company, LLC)) Age: 64 Director Since August 2011

Mr. Babbit is the Co-Founder and Chief Executive Officer of Narrative Content Group, LLC (formerly MNN Holding Company, LLC) (“NCG”),one of the leading resources for the production and distribution of digital content. Prior to launching NCG in 2009, Mr. Babbit spent more than20 years in the advertising and public relations industry, creating two of the largest advertising agencies in the Southeastern US – Babbit andReiman (acquired by London-based GGT) and 360 (acquired by WPP Group’s Grey Global Group). Following the acquisition of 360 by GreyGlobal Group in 2002, Mr. Babbit served as President and Chief Creative Officer of the resulting entity, Grey Atlanta, until 2009. He alsopreviously served as President of WPP Group’s GCI, a public relations firm, and as Executive Vice President and General Manager for theNew York office of advertising agency Chiat/Day Inc. Following his hometown of Atlanta being awarded the 1996 Summer Olympics, and atthe request of Mayor Maynard Jackson, Mr. Babbit took a leave of absence from the private sector to serve as Chief Marketing andCommunications Officer for the City of Atlanta and as a member of the Mayor’s cabinet. He received an A.B.J. degree from the University ofGeorgia. Mr. Babbit brings to our Board over 20 years of experience in marketing and advertising, his management experience, his expertise in socialmedia and his experience as an entrepreneur. 14 Freedom Lives Here ™

BOARD OF DIRECTORS P. GEORGE BENSON

Lead Director Board Committees: Corporate Governance (Chair) Audit

Public Directorships: AGCO Corporation Crawford & Company Former Public Directorships: Nutrition 21, Inc.Professor of Decision Sciences and

Former President of the College of Charleston Age: 71 Director Since April 2010

Since July 2014, Mr. Benson has been Professor of Decision Sciences at the College of Charleston. Mr. Benson served as the President ofthe College of Charleston from February 2007 through June 2014. From June 1998 until January 2007, he was Dean of the Terry College ofBusiness at the University of Georgia. From July 1993 to June 1998, Mr. Benson served as Dean of the Rutgers Business School at RutgersUniversity and, prior to that, Mr. Benson was on the faculty of the Carlson School of Management at the University of Minnesota. Mr. Bensoncurrently serves as Chairman of the Board of Directors for the Foundation for the Malcolm Baldrige National Quality Award, was Chairman ofthe Board of Overseers for the Baldrige Award Program from 2004 to 2007 and was a national judge for the Baldrige Award from 1997 to2000. Mr. Benson also serves on the Board of Directors of AGCO Corporation and Crawford & Company. Mr. Benson received a B.S. degreein Mathematics from Bucknell University, completed graduate work in operations research in the Engineering School of New York Universityand earned a Ph.D. in business from the University of Florida. Mr. Benson brings to our Board significant expertise in academics, senior management, corporate governance, strategic planning, and riskand asset management. In particular, our Board considered his experience managing the College of Charleston’s staff of more than 2,000,budget of more than $250 million and endowment of more than $80 million, as well as his service on the boards of directors of other publiccompanies and as a member of their audit committees.


BOARD OF DIRECTORS C. SAXBY CHAMBLISS

Board Committees: Corporate Governance


Partner, DLA Piper Age: 74 Director Since June 2017 Senator Chambliss has been a partner with the law firm of DLA Piper since January 2015, where he is a member of the firm’s governmentrelations and cybersecurity teams. Prior to that, he served as a U.S. Senator for Georgia from 2003 to 2015 and a U.S. Representative forGeorgia from 1995 to 2003. During his tenure in the Senate, he served on the Senate Select Committee on Intelligence, where he was vicechairman from 2011 to 2014. While serving in that role, Senator Chambliss advocated for improved information sharing and humanintelligence-gathering capabilities, and he is one of the leading congressional experts on those issues. Senator Chambliss is also a legalexpert with respect to cybersecurity matters. In addition to his work on national security issues, he was the leader of a core group of Senatorstasked with seeking a bipartisan solution to our country’s debt and deficit issue. Before entering Congress, he practiced general corporate lawin Moultrie, Georgia. Senator Chambliss earned a B.B.A. degree from the University of Georgia and a J.D. from the University of Tennesseeat Knoxville. Senator Chambliss brings to our Board legal and cybersecurity expertise as well as years of government experience at the state and federallevels. 16 Freedom Lives Here ™

BOARD OF DIRECTORS GARY L. CRITTENDEN

Board Committees: Audit (Chair)

Public Directorships Zions Bancorporation Former Public Directorships: Staples Inc. Ryerson Inc. TJX Companies

Private Investor Age: 64 Director Since July 2013 Mr. Crittenden has been a private investor, and has served as a non-employee Executive Director of HGGC, LLC (“HGGC”), a California-based middle market private equity firm, since January 2017. He previously served as a Managing Partner of HGGC from July 2009 toJanuary 2017, Chairman from August 2013 to January 2017 and Chief Executive Officer from April 2012 to August 2013. From March 2009 toJuly 2009, Mr. Crittenden was Chairman of Citi Holdings, an operating segment of Citigroup that comprises financial services company CitiBrokerage and Asset Management, Global Consumer Finance and Special Assets Portfolios, and from March 2007 to March 2009 he servedas Chief Financial Officer of Citigroup. He served as the Chief Financial Officer of the American Express Company from 2000 to 2007. Prior toAmerican Express, he was the Chief Financial Officer of Monsanto, Sears Roebuck and Company, Melville Corporation and Filene’sBasement. On three separate occasions, the readers of Institutional Investor Magazine named Mr. Crittenden one of the “Best CFOs inAmerica.” Mr. Crittenden spent the first twelve years of his career at Bain & Company, an international management consulting firm, where hebecame a partner. Mr. Crittenden also serves on the Board of Directors of Zions Bancorporation. He received a B.S. Degree from BrighamYoung University and an M.B.A. from Harvard Business School. Mr. Crittenden brings to our Board expertise in general management, finance and accounting, strategic planning, risk and asset management,investment banking and capital markets, as well as experience serving on the boards of directors of several large public companies.


BOARD OF DIRECTORS CYNTHIA N. DAY

Board Committees: Audit Corporate Governance

Public Directorships: Aaron’s, Inc.

President and Chief Executive Officerof Citizens Bancshares Corporationand Citizens Trust Bank Age: 52 Director Since January 2014 Ms. Day has been the President and Chief Executive Officer of Citizens Bancshares Corporation and Citizens Trust Bank since February2012. Citizens Bancshares Corporation was a publicly held corporation until January 2017. She served as Chief Operating Officer and SeniorExecutive Vice President of Citizens Trust Bank from February 2003 to January 2012 and served as its acting President and Chief ExecutiveOfficer from January 2012 to February 2012. She previously served as the Executive Vice President and Chief Operating Officer and in othercapacities of Citizens Federal Savings Bank of Birmingham from 1993 until its acquisition by Citizens Trust Bank in 2003. Before joiningCitizens Trust Bank, she served as an audit manager for KPMG. Ms. Day also serves on the Board of Directors of Aaron’s. Inc., the Nationaland Georgia Banker’s Associations, the Georgia Bankers Association and the Atlanta Area Council of Boy Scouts of America. She is amember of the Georgia Society of CPAs and a member of the Rotary Club of Atlanta. Ms. Day received a B.S. degree from the University ofAlabama. Ms. Day brings to our Board experience as the chief executive officer of a publicly held company as well as expertise in general management,mergers and acquisitions (“M&A”), government and regulatory affairs, finance and accounting, strategic planning, risk and asset managementand corporate governance. She also has experience serving on the boards of directors of several public companies. In addition, the customerbase served by Citizens Bancshares is very similar to that served by the Company, giving her a great understanding of their buying habits, theproducts they purchase and effective marketing and communication methods. 18 Freedom Lives Here ™

BOARD OF DIRECTORS MARK MASON

Board Committees: Compensation


Chief Financial Officer of theInstitutional Clients Group of Citigroup Age: 48 Director Since March 2010 Mr. Mason has been the Chief Financial Officer of the Institutional Clients Group of Citigroup since September 2014. He previously served asChief Executive Officer of Citi Private Bank, a division of Citigroup’s Institutional Clients Group, from May 2013 to September 2014; as ChiefExecutive Officer of Citi Holdings, an operating segment of Citigroup that comprises Citi Brokerage and Asset Management, Global ConsumerFinance and Special Assets Portfolios, from January 2012 to May 2013; and as Chief Operating Officer of Citi Holdings from January 2009 toDecember 2011. Mr. Mason joined Citigroup in 2001 and has also served as the Chief Financial Officer and Head of Strategy and M&A forCitigroup’s Global Wealth Management Division, Chief of Staff to Citigroup’s Chairman and Chief Executive Officer, Chief Financial Officerand Chief Operating Officer for Citigroup Real Estate Investments and Vice President of Corporate Development at Citigroup. Prior to joiningCitigroup, Mr. Mason held various positions at Lucent Technologies, Marakon Associates, a strategy consulting firm, and Goldman, Sachs &Co. He received a B.B.A. in Finance from Howard University and an M.B.A. from Harvard Business School. Mr. Mason brings to our Board expertise in general management, finance, strategic planning, M&A, and investment banking and capitalmarkets.


BOARD OF DIRECTORS BEATRIZ R. PEREZ

Board Committees: Compensation

Public Directorships: W.W. Grainger, Inc. Former Public Directorships: HSBC Finance Corporation

SVP and Chief Public Affairs,Communications and SustainabilityOfficer for The Coca-Cola Company Age: 48 Director Since May 2014 Beatriz “Bea” Perez has been the SVP and Chief Public Affairs, Communications and Sustainability Officer for The Coca-Cola Company sinceMay 2017. In this role, she leads a newly integrated team across public affairs and communications, sustainability and partnerships to supportThe Coca-Cola Company’s new growth model and path to become a total beverage company. She continues to oversee The Coca-ColaCompany’s sports and entertainment assets and to lead strategic and operational efforts for The Coca-Cola Company’s Retail, Licensing andAttractions portfolio of assets. Ms. Perez has served as The Coca-Cola Company’s first Chief Sustainability Officer since 2011, where she developed and led progressagainst comprehensive global sustainability commitments with a focus on water stewardship and women’s economic empowerment. Shepreviously served as Chief Marketing Officer for Coca-Cola North America. Ms. Perez began her career at The Coca-Cola Company in 1996and held various roles in brand management and field operations before becoming Chief Marketing Officer. Ms. Perez received a B.S. degreefrom the University of Maryland. Among Ms. Perez’ recognitions are membership in the American Advertising Hall of Achievement and the Sports Business Journal’s Hall ofFame. The Association of Latino Professionals for America (ALPFA) named Ms. Perez to its 2017 “50 Most Powerful Latinas” ranking. Shehas been recognized as a “Conservation Trailblazer” by The Trust for the Public Land. She was on Hispanic Executive magazine’s list of Top10 Leaders, and she was featured as one of the “25 Most Powerful Latinas” on CNN and in People en Español. Ms. Perez also serves on the Board of Directors of W.W. Grainger, Inc. and is the Chair Emeritus of the Grammy Foundation. She brings toour Board expertise in corporate governance and experience sitting on the Board of Directors of HSBC Finance Corporation and its relatedentities. In particular, our Board considered her significant current and past experience serving in several senior management positions at TheCoca-Cola Company. 20 Freedom Lives Here ™

BOARD OF DIRECTORS D. RICHARD WILLIAMS


Public Directorships: Crawford & Company Usana Health Sciences, Inc.

Chairman of the Board Age: 61 Director Since October 2009 Mr. Williams has served as non-executive Chairman of since April 2015 and as Chairman from October 2009 through March 2015. He servedas our Co-Chief Executive Officer from 1999 through March 2015 and has served the Company since 1989 in various capacities, including asthe Chief Financial Officer and Chief Operating Officer of the Primerica operating unit of Citigroup. Mr. Williams also serves on the Board ofDirectors of Crawford & Company, Usana Health Sciences, Inc., the Anti-Defamation League Southeast Region, the Atlanta Area Council ofthe Boy Scouts of America, The Woodruff Arts Center, the Carter Center Board of Councilors and the Charles Stark Draper Laboratory Inc. (anot-for-profit research and development company). Mr. Williams received both his B.S. degree and his M.B.A. from the Wharton School of theUniversity of Pennsylvania. Mr. Williams led the Company as Co-Chief Executive Officer for 15 years and brings to our Board more than 20 years of knowledge of theCompany’s business, finances and operations along with expertise in senior management, finance, M&A, strategic planning, and risk andasset management.


BOARD OF DIRECTORS GLENN J. WILLIAMS



Chief Executive Officer Age: 58 Director Since April 2015 Mr. Williams has served as our Chief Executive Officer since April 2015. He served as the Company’s President from 2005 through March2015. Previously, he served as Executive Vice President of Field and Product Marketing for international operations from 2000 to 2005; asPresident and Chief Executive Officer of Primerica Canada from 1996 to 2000; and in roles of increasing responsibility as part of Primerica’sinternational expansion team in Canada from 1985 to 2000. He began his career with Primerica in 1981 as a member of the Company’s salesforce and joined the Home Office team in 1983. Mr. Williams received his B.S. degree in Education from Baptist University of America. Mr. Williams brings to our Board more than 30 years of experience with the Company, including time in the field as a sales representative, aswell as expertise in general management, sales and marketing. 22 Freedom Lives Here ™

BOARD OF DIRECTORS BARBARA A. YASTINE

Board Committees: Compensation (Chair)

Public Directorships: First Data Corporation Zions Bancorporation

Private Investor and Independent Director Age: 58 Director Since December 2010 Ms. Yastine served as Co-Chief Executive Officer of Lebenthal Holdings, a private asset management firm, from September 2015 to June2016. She previously served as Chair, President and Chief Executive Officer of Ally Bank from March 2012 to September 2015 and as ChiefAdministrative Officer of Ally Financial, overseeing the risk, compliance, legal and technology areas from May 2010 to March 2012. Prior tojoining Ally Financial, she served as a Principal of Southgate Alternative Investments, a start-up diversified alternative asset manager,beginning in June 2007. She served as Chief Financial Officer for investment bank Credit Suisse First Boston from October 2002 to August2004. From 1987 through 2002, Ms. Yastine worked at Citigroup and its predecessor companies. Ms. Yastine also serves on the Board ofDirectors of First Data Corporation and Zions Bancorporation. She received a B.A. in Journalism and an M.B.A. from New York University. Ms. Yastine brings to our Board expertise in general management, risk and asset management, finance, strategic planning, and direct toconsumer digital strategies. In particular, our Board considered her significant current and past experience serving in senior managementpositions in the investment banking and capital markets industries.


BOARD OF DIRECTORS

Director QualificationsSet forth below is a chart that highlights certain skills, qualifications and characteristics of the members of our Board who are standing forre-election.

Leadership Financial Diversity Factors

CEO

Experience CFO

Experience RegulatedIndustry

Sales & Marketing Government Legal

FinancialLiteracy

Eligible forAudit

CommitteeFinancial Expert Gender Ethnicity

John A. Addison, Jr. ✓ ✓ ✓ ✓ Joel M. Babbit ✓ ✓ ✓ P. George Benson ✓ ✓ ✓ C. Saxby Chambliss ✓ ✓ ✓ Gary L. Crittenden ✓ ✓ ✓ ✓ Cynthia N. Day ✓ ✓ ✓ ✓ ✓ ✓Mark Mason ✓ ✓ ✓ ✓Beatriz R. Perez ✓ ✓ ✓ ✓ ✓Glenn J. Williams ✓ ✓ ✓ ✓ D. Richard Williams ✓ ✓ ✓ ✓ Barbara A. Yastine ✓ ✓ ✓ ✓ ✓

Our Board takes an active and thoughtful approach to Board refreshment. Since 2014 we have appointed four new directors, three of whomare independent. As set forth below, our director nominees exhibit a balanced mix of tenure, age, independence, and diversity:


BOARD OF DIRECTORS

Board MeetingsDuring fiscal 2017, our Board held seven meetings. Each director attended more than 85%, collectively, of the meetings of our Board and itscommittees on which he or she served during fiscal 2017. We expect our directors to attend each Annual Meeting of Stockholders absentextraordinary circumstances, and, each director attended the 2017 Annual Meeting of Stockholders.

Board CommitteesOur Board has four standing committees that assist it in carrying out its duties – the Audit Committee, the Compensation Committee, theCorporate Governance Committee and the Executive Committee. The charter of each committee is available on our investor relations websiteat http://investors.primerica.comand may be obtained, without charge, by contacting the Corporate Secretary, Primerica, Inc., One PrimericaParkway Duluth, Georgia 30099. The following chart shows the membership of each of our Board’s standing committees as of December 31,2017.

Name Audit Compensation CorporateGovernance Executive

John A. Addison, Jr. Joel M. Babbit (I) ✓ P. George Benson (LD) (I) ✓ Chair ✓C. Saxby Chambliss (I) ✓ Gary L. Crittenden (I) Chair (F) Cynthia N. Day (I) ✓ (F) ✓ Mark Mason (I) ✓ Robert F. McCullough (I) (not standing

for re-election) ✓ (F) ✓ ✓Beatriz R. Perez (I) ✓ D. Richard Williams (*) ChairGlenn J. Williams ✓Barbara A. Yastine (I) Chair ✓Number of meetings in fiscal 2017 11 7 8 6

*- Chairman of the BoardLD – Lead DirectorI – Independent DirectorF – Audit Committee Financial Expert


BOARD OF DIRECTORS The key responsibilities of each of the Board’s standing committees are described below: Committee Key ResponsibilitiesAudit Committee

• Retains and terminates the Company’s independent registered public accountingfirm and approves its services and fees

• Assists our Board in fulfilling its responsibility to our stockholders relating to thefinancial reporting process and systems of internal control

• Determines whether the Company’s financial systems and reporting practices wereestablished in accordance with applicable requirements

• Oversees the Company’s internal audit and risk functions See “Audit Matters – Audit Committee Report.”

Compensation Committee

• Approves and oversees the administration of the Company’s material benefit plans,policies and programs, including all of the Company’s equity plans and incentiveplans

• Reviews and approves principal elements of total compensation for certain of theCompany’s executive officers and approves employment agreements, as applicable

• Reviews and recommends the compensation of non-employee directors to the fullBoard

• Reviews and recommends directors’ and officers’ indemnification and insurancematters

• Discusses, evaluates and reviews the Company’s policies and practices ofcompensating its employees, including non-executive officers, as they relate to riskmanagement practices and risk-taking incentives

• Delegates to the Chief Executive Officer and President the authority to issue equityawards to the sales force and certain employees, subject to applicable limits

See “Executive Compensation.”

Corporate Governance Committee

• Shapes corporate governance policies and practices, including recommending to ourBoard the Corporate Governance Guidelines applicable to the Company andmonitoring the Company’s compliance with such policies, practices and guidelines

• Identifies individuals qualified to become Board members and recommends to ourBoard the director nominees to be considered for election at the next AnnualMeeting of Stockholders

• Leads our Board and all committees in their annual self-assessments of theirperformance and oversees third party director peer reviews

• Oversees executive succession planning and talent development, our political actioncommittee, and our government relations strategy

See “Governance.”

Executive Committee

• Exercises all powers and authority of the Board during the intervals betweenregularly scheduled Board meetings on time-sensitive matters or matters that donot merit the calling of a special meeting of the Board


BOARD OF DIRECTORS

Director CompensationThe Compensation Committee is responsible for reviewing and considering any revisions to director compensation. The CompensationCommittee reviews director compensation paid by peer companies at least biannually as part of its process of evaluating and settingcompensation for non-employee directors. The Compensation Committee does not seek to benchmark or set compensation at any specificlevel relative to the peer data. Instead, the Compensation Committee uses this information primarily as background with respect tocompensation plan design decisions and as a general reference point for pay levels. For a list of the peer companies and a description of howthey were selected, see “Executive Compensation – Compensation Discussion and Analysis (“CD&A”) — Fiscal 2017 ExecutiveCompensation – The Compensation Setting Process – Use of a Peer Group.”

Our Board reviews the Compensation Committee’s recommendations and determines the amount of director compensation annually.Executive officers have no role in determining or recommending director compensation. Our Board has determined that compensation fornon-employee directors should be a mix of cash and equity-based compensation. Directors who are employees of Primerica do not receiveany fees or additional compensation for their service on our Board. The interests of our non-employee directors are aligned with the interestsof our stockholders by linking a portion of their compensation to stock performance.

The Board has approved the following compensation program for directors in fiscal 2017: Board/Committee 2017 Non-Employee Director Compensation Board Annual Cash Retainer $75,000 Annual RSU Award $100,000 Audit Annual Chair Cash Fee $25,000 Annual Member Cash Fee $10,000 Compensation Annual Chair Cash Fee $15,000 Annual Member Cash Fee $10,000 Corporate Governance Annual Chair Cash Fee $15,000 Annual Member Cash Fee $10,000

(1) All cash retainers and cash fees are paid in quarterly installments.(2) The RSUs vest in four quarterly installments and delivery of the shares underlying the RSUs is made on the applicable vesting date.

In addition, the Lead Director receives a cash fee of $25,000 and the Chairman of the Board receives a cash fee of $100,000. The Companyreimburses all directors for travel and other related expenses in connection with attending Board and committee meetings and Board-relatedactivities.


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BOARD OF DIRECTORS

DirectorCompensationTableThe following table shows fiscal 2017 compensation for our non-employee directors.

Name AnnualFees

EquityAwards

All OtherCompensation

Total John A. Addison, Jr. $125,000 $99,947 $ 50,657 $275,604 Joel M. Babbit $ 85,000 $99,947 $ 657 $185,604 P. George Benson $125,000 $99,947 $ 657 $225,604 C. Saxby Chambliss $ 5,658 $99,950 $ 349 $105,956 Gary L. Crittenden $ 96,250 $99,947 $ 657 $196,854 Cynthia N. Day $ 95,000 $99,947 $ 657 $195,604 Mark Mason $ 85,000 $99,947 $ 657 $185,604 Robert F. McCullough $ 98,750 $99,947 $ 657 $199,354 Beatriz R. Perez $ 85,000 $99,947 $ 657 $185,604 D. Rick Williams $175,000 $99,947 $ 657 $275,604 Barbara A. Yastine $ 90,000 $99,947 $ 657 $190,604

(1) Includes the cash portion of the annual retainer as well as fees for Lead Director, Chairman roles and committee service.(2) Each non-employee director other than Senator Chambliss was granted 1,247 RSUs, representing the number of whole shares of our common stock (or, at the director’s election,

deferred stock units) equal to $100,000 divided by $80.15 (the closing market price per share of our common stock on the NYSE on the trading day immediately preceding thegrant date of May 17, 2017). When he joined our Board in June 2017, Senator Chambliss was granted 1,394 RSUs, representing the number of whole shares of our common stock(or, at the director’s election, deferred stock units) equal to $100,000 divided by $71.70 (the closing market price per share of our common stock on the NYSE on the trading dayimmediately preceding the grant date of June 7, 2017).

(3) Represents dividends paid on unvested equity awards and, for Mr. Addison, consulting fees.(4) Elected to receive equity compensation in the form of deferred stock units under the Nonemployee Directors’ Deferred Compensation Plan. See “— Deferred Compensation.”(5) Elected to receive the annual cash retainer in the form of deferred stock units under the Nonemployee Directors’ Deferred Compensation Plan. See “— Deferred Compensation.” At December 31, 2017, our non-employee directors other than Senator Chambliss each held 624 unvested equity awards that had beengranted on May 17, 2017 and Senator Chambliss held 697 unvested equity awards that had been granted on June 7, 2017. As ofDecember 31, 2017, these awards had a market value of $63,367 and $70,780, respectively, based on the closing price per share of ourcommon stock on the NYSE on that date of $101.55. All RSUs and deferred stock units granted in fiscal 2017 vest in equal installments onthe three month, six month, nine month and twelve month anniversary of the grant date (or, if earlier, the final tranche vests on the date of theAnnual Meeting of Stockholders in the year following the year of grant).

DeferredCompensationOur Board adopted the Primerica, Inc. Nonemployee Directors’ Deferred Compensation Plan in November 2010, under which non-employeedirectors may elect to defer all or a portion of their directors’ fees. At the director’s option, we convert all or a portion of his or her cash feesotherwise payable during a calendar quarter to deferred stock units equal in number to the maximum number of shares of our common stock,or fraction thereof (to the nearest one hundredth (1/100) of one share), which could be purchased with the dollar amount of such fees at theclosing market price of our common stock on the last trading day of the calendar quarter. These deferred stock units will be fully vested onsuch date. 28 Freedom Lives Here

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BOARD OF DIRECTORS At the director’s option, we credit his or her deferral account with deferred stock units equal in number to the number of equity awards towhich the director was otherwise entitled. Any deferred stock units that are issued upon deferral of equity awards are subject to the samevesting provisions as the equity awards themselves. We also credit the deferral account with deferred stock units equal in number to themaximum number of shares of our common stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could havebeen purchased with the cash dividend, if any, which would have been payable had the participant received restricted stock awards to whichhe or she was otherwise entitled. The deferred stock units credited in lieu of the payment of dividends on equity awards are fully vested on thedividend payment date.We pay all deferred compensation in the form of our common stock, at the director’s election, within 60 days of termination of Board serviceor, in the case of an installment election, within 60 days of termination of Board service and up to five anniversaries of such date.During fiscal 2017, Messrs. Babbit, Chambliss, Mason and R. Williams, and Ms. Day and Ms. Perez, participated in the NonemployeeDirectors’ Deferred Compensation Plan.

DirectorStockOwnershipGuidelinesOur non-employee directors are required to own shares with a value at least equal to four times their annual cash retainer. This requirementwas increased from three times their annual cash retainer in December 2016. In determining compliance with these guidelines, stockownership includes shares beneficially owned by the director (or by immediate family members) and unvested RSUs and deferred stockunits. The participants have five years from the date of their initial election to our Board to achieve the targeted level of stock ownership.Except for Senator Chambliss, who was elected to our Board in June 2017 and is not yet required to comply with the ownership guidelines,the stock ownership of each of our non-employee directors exceeds the required ownership guidelines.

Other Director MattersMr. Crittenden served as the Chief Financial Officer of Citigroup from March 2007 to March 2009. In July 2010, Mr. Crittenden entered into anorder with the Securities and Exchange Commission (the “SEC”) in which the SEC found that he should have known that certain statementsmade by Citigroup, while he was the Chief Financial Officer of Citigroup, were materially misleading and pursuant to which he paid a civilmonetary penalty of $100,000. Mr. Crittenden did not admit any wrongdoing in connection with the matter or disgorge any amount toCitigroup, and he did not face a ban from any future activities. In considering Mr. Crittenden’s nomination to our Board, our CorporateGovernance Committee reviewed the SEC order and related matters and concluded that they do not raise any concerns about hisqualification to serve on our Board.


E XECUTIVE C OMPENSATION Compensation Committee MessageTo Our Fellow Stockholders,The Company’s strong performance in 2017 resulted in our Executive Team earning short-term incentive payouts in excess of target. Allbonus-eligible employees were equally rewarded, since the two groups have the same corporate performance goals and metrics.Underpinned by strong operating results, the market price of Primerica’s common stock increased 46.8% during the year. Total stockholderreturn was 48.0%. Our Executive Team also prepared the Company to adapt to the Department of Labor’s Fiduciary Rule, rolled out a newplatform for our Investments and Securities business, and invested considerable time developing a strategic framework that capitalizes onPrimerica’s strengths to shape and strengthen future growth in furtherance of long-term value creation.We recognize that, in the short run, stock price movements are heavily influenced by market trends. However, we do believe that a portion of2017’s stock appreciation reflects growing investor understanding of the Company’s increasingly strong foundation and potential.For the 2018 performance year, no changes were made to the metrics or weightings used for the short-term incentive program. While wecarefully assess both the metrics and weightings each year, we continue to believe that the current inputs are the right ones to accomplish the2018 goals set by the Board of Directors. We would like to call your attention to the new table on page 39 that indicates how each of the short-term incentive metrics relates to the key pillars of the company’s strategic framework.Beginning with the equity awards granted in February 2017, as discussed in our 2017 proxy statement message, we fixed the grant awardamounts for each of our Executive Team members. These amounts are set in February of each performance year, although the grant is madethe following February, after the close of the performance year. Fifty percent of the equity award is granted in restricted stock units (RSUs)that vest ratably over three years, and 50% is awarded in performance stock units (PSUs) that cliff vest in three years and whose ultimatepayout is tied to the return on average equity (ROAE) achieved over that period. The equity awards granted to our Executive Team inFebruary 2018 were consistent with the fixed values approved by this Committee in February 2017.Target compensation increases are expected to be rare under our current executive compensation framework, which provides each executivewith a competitive overall package and upside related to above-target Company performance (as well as downside risk for performance thatfalls short of Company goals). However, we increased the short-term incentive targets for 2018 for our Chief Financial Officer and ChiefOperating Officer, and also increased the fixed equity award level for our Chief Operating Officer beginning with the February 2019 award.While the increases were relatively modest, we believed it was important to recognize the outstanding job both have done not only taking onmore responsibility, but also providing support more broadly to our CEO and expanding their leadership within the Company.The Compensation Committee spent considerable time in 2017, with the help of management and outside resources, analyzing the manypotential financial drivers of Primerica’s stock price. The market’s perception of a company can change over time, and therefore the keydrivers of stock price are not static. In the end, for the February 2018 grant of PSUs, we continued to use the single metric of ROAE. We willcontinue to revisit the issue in 2018 and the years ahead.The Tax Cuts and Jobs Act of 2017 had a meaningful impact on Primerica’s 2017 results, as it did for most U.S. companies. It will also affectresults for 2018 and beyond. As a result, we have adjusted the performance targets we originally set for the 2016 and 2017 PSU awards,since those ROAE targets did not and could not contemplate the significant financial benefit that 30 Freedom Lives Here ™

EXECUTIVE COMPENSATION Primerica will enjoy. These changes are discussed in a new section called “Adjustments to Compensation Targets” beginning on page 40.Our Executive Team fully supports these adjustments.We believe the current design of our executive compensation programs are having the desired impacts and are well suited to the challengesand opportunities at hand. We always welcome the observations and input of our fellow stockholders on this important matter.COMPENSATION COMMITTEE:

The subsections within this Executive Compensation section are intended to be read together, and each section provides information notincluded in the others. For background information on the Compensation Committee and its responsibilities, see “Board of Directors — BoardCommittees — Compensation Committee.”In this Executive Compensation section, the terms “we,” “our,” and “us” refer to management, the Company and, as applicable, theCompensation Committee.


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)2017HighlightsNamed Executive OfficersOur named executive officers during fiscal 2017 were:

Name Title Years in

Current Role CompanyTenure

Glenn J. Williams

Chief Executive Officer

3 years

36 years

Peter W. Schneider

President

3 years

17 years

Alison S. Rand

Executive Vice President and Chief Financial Officer

18 years

22 years

Gregory C. Pitts

Executive Vice President and Chief Operating Officer

9 years

32 years

William A. Kelly

President of PFS Investments Inc.

13 years

32 years

Messrs. G. Williams, Schneider and Pitts and Ms. Rand are collectively referred to as the “Executive Team,” a management committee thatconsists of our four highest ranking executives. Mr. Kelly is a member of the Operating Team, a management committee that consists of ournext most senior executives. The Chief Executive Officer, and not the Compensation Committee, sets the compensation for Mr. Kelly and theother members of the Operating Team who do not also serve on the Executive Team. 32 Freedom Lives Here ™


Timeline of Executive Compensation ProcessOur executive compensation process begins in the fall, with preparations for the next compensation season. Following the conclusion of ourfiscal year at the end of December, the Compensation Committee then reviews proposed payouts under previously-established compensationprograms in January and finalizes such payouts in February. Some of these compensation awards may be tied to the fiscal year just endedand some of them will be tied to multi-year performance periods that beginning in 2019 will have reached their conclusion as of the end of theprior fiscal year. In February, the Compensation Committee also reviews and establishes compensation programs for the new fiscal year orfor new multi-year periods that are beginning.

Compensation Program EnhancementsThe Compensation Committee approved the following program enhancements for fiscal 2017:

• Determined that long-term equity grant values for Executive Team members beginning in fiscal 2017 would represent fixed amounts andwould not reflect personal performance during the prior year (but their equity incentive awards may be increased or decreased by up to20% based on personal performance), in order to better align the compensation program with a management structure led by a verysmall, centralized senior executive team;

• Determined that (a) equity awards to Executive Team members beginning in February 2017 would consist of time-based RSUs (50% of

total award value) and PSUs (50% of total award value) that would be delivered only if pre-established performance goals are satisfiedover a three-year performance period and (b) the award of stock options would be discontinued;

• Increased the long-term target incentive compensation for Mr. Schneider in connection with increases that the Compensation Committee

planned to make over time as he gains experience as President. The gradual increases planned for Mr. Schneider when he was electedas President in 2015 have been fully realized as of the February 2018 award.

In addition, for fiscal 2018, the Compensation Committee increased the short-term targets for each of Ms. Rand and Mr. Pitts from $400,000to $500,000 to compensate them for the additional leadership roles they have assumed within the Company. Further, the CompensationCommittee increased Mr. Pitts’ fixed equity award that will be awarded beginning in February 2019 from $900,000 to $1,000,000. Theseincreases were intended to recognize each executive for taking on additional responsibility, as well as providing support more broadly to theCompany’s Chief Executive Officer and expanding their leadership within the Company. Finally, in light of the Tax Cuts and Jobs Act of 2017(referred to as “Tax Reform”), the Committee eliminated the requirement within the executive compensation program that each ExecutiveTeam’s incentive award not exceed a designated percentage of operating income before taxes.


EXECUTIVE COMPENSATION The following table sets forth the short-term and long-term incentive award targets or fixed award values for fiscal 2017 and fiscal 2016:

Name 2017 Short-Term Target

2016 Short-Term Target

2017 Long-Term

Fixed IncentiveCompensation

2016 Long-Term

Fixed IncentiveCompensation

Glenn J. Williams $1,500,000 $1,500,000 $ 2,750,000 $ 2,750,000 Peter W. Schneider $ 850,000 $ 850,000 $ 1,500,000 $ 1,150,000 Alison S. Rand $ 400,000 $ 400,000 $ 1,000,000 $ 1,000,000 Gregory C. Pitts $ 400,000 $ 400,000 $ 900,000 $ 900,000 William A. Kelly

(1) Fixed value set in February 2017 and awarded in February 2018.(2) Fixed value set in February 2016 and awarded in February 2017.(3) Mr. Kelly’s total incentive compensation target for fiscal 2017 was $695,250 and for fiscal 2016 was $675,000, and the actual awards were paid 50% in cash and 50% in RSUs.

Total Stockholder ReturnAs shown in the tables below, the Company has delivered positive return to stockholders and has consistently paid stockholder dividends andrepurchased our common stock.

Excludes $155 million in private share repurchases. 34 Freedom Lives Here

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EXECUTIVE COMPENSATION The following graph compares the performance of our common stock to the Standard & Poor’s (“S&P”) MidCap 400 Index and the S&P 500Insurance Index by assuming $100 was invested in each investment option as of December 31, 2012. The S&P MidCap 400 Index measuresthe performance of the United States middle market capitalization (“mid-cap”) equities sector. The S&P 500 Insurance Index is acapitalization-weighted index of domestic equities of insurance companies traded on the NYSE and NASDAQ. The common stock is includedin the S&P MidCap 400 index.



Fiscal 2017 Operating and Financial Results During fiscal 2017, the Company’s operating results were marked by strong performance as well as a record 8.0% increase in the size of ourlife-licensed sales force year-over-year. In addition, in line with the Company’s ongoing strategy, management has continued to work closelywith field leaders to develop new technological tools and incentive programs intended to increase the size of our life-licensed sales force,resulting in an increase in new life insurance policies.The following table illustrates the Company’s performance in fiscal 2017 relative to its performance in fiscal 2016. Fiscal 2017 Fiscal 2016 Change Operating Revenues $ 1,687.8 $ 1,515.0 11.4% Net Operating Income $ 253.9 $ 216.8 17.1% Net Operating Income Return on Adjusted

Stockholders’ Equity (ROAE) 20.6% 19.0% * Diluted Operating Earnings Per Share $ 5.52 $ 4.53 21.8% Size of Life-Licensed Sales Force at Fiscal Year End 126,121 116,827 8.0% Market Price Per Share at Fiscal Year End $ 101.55 $ 69.15 46.9% Total Stockholder Return 48.0% 48.3%

* Not applicable(1) Includes financial results that were not prepared in accordance with United States generally accepted accounting principles (“GAAP”). See “Reconciliation of GAAP and

Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation to GAAP results.

Fiscal 2017 Executive CompensationThe total compensation paid to our named executive officers for fiscal 2017, as set forth under the heading “— Compensation Tables – Summary Compensation Table”, is shown below.

Name Title Total Fiscal 2017Compensation

Glenn J. Williams Chief Executive Officer $5,245,635 Peter W. Schneider President $2,699,106 Alison S. Rand Executive Vice President and Chief Financial Officer $1,982,798 Gregory C. Pitts Executive Vice President and Chief Operating Officer $1,886,592 William A. Kelly President of PFS Investments $1,322,342 36 Freedom Lives Here

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Executive Compensation Practices

The chart below indicates certain highlights of our executive compensation program:

We Do We Do Not

✓ Base a majority of total compensation on performance ✓ Set annual corporate performance targets based on objective

performance measures ✓ Vest equity awards over time to promote retention

✓ Vest certain equity awards only upon the achievement of objective

performance measures ✓ Require Executive Team members and non-employee directors to

hold our common stock through published stock ownershipguidelines

✓ Provide only double trigger change-of-control equity acceleration to

executives who have change-of-control provisions ✓ Prohibit pledging of our common stock

✓ Make equity awards broadly throughout the organization, including

on a performance basis to members of our independent contractorsales force

✓ Mitigate potential dilutive effect of equity awards through a

corporate share repurchase program

Ò Permit hedging transactions or short sales by executiveofficers or directors

Ò Provide significant perquisites Ò Provide tax gross-ups for perquisites Ò Offer a pension or supplemental executive retirement plan

(SERP) Ò Provide single trigger payments upon change-of-control Ò Provide excise tax gross-ups upon change-of-control

Pay-for-PerformanceThe Compensation Committee structured our 2017 executive compensation program so that a meaningful percentage of compensation is tiedto the achievement of challenging levels of corporate performance as well as meeting strategic objectives. When our Chief Executive Officerand President were elected in early 2015, the Compensation Committee determined to increase their total compensation over time as theybecame more experienced in their new roles. Most of this increase was in the form of long-term incentive equity compensation. Further,because our Chief Executive Officer has greater responsibilities than our other named executive officers and is ultimately responsible for theCompany’s strategic direction and overall results, our pay-for-performance approach provides for a larger portion of the Chief ExecutiveOfficers’ total compensation to be “at-risk” in the form of performance-based awards.


EXECUTIVE COMPENSATION The following pie charts reflect the mix of salary, target short-term bonus, RSUs and PSUs (based on the fixed award value) as a percentageof total compensation for fiscal 2017 for our Chief Executive Officer and other Executive Team members (based on their total compensation):

Corporate StrategyThe Company is a leading distributor of financial products to middle-income households in the United States and Canada with 126,121licensed sales representatives at December 31, 2017. We assist our clients in meeting their needs for term life insurance, which weunderwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of thirdparties. We insured approximately five million lives and have over two million client investment accounts at December 31, 2017. Ourdistribution model uniquely positions us to reach underserved middle-income consumers in a cost effective manner and has proven itself inboth favorable and challenging economic environments.Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy andmeans to gain financial independence. We believe there is significant opportunity to meet the increasing array of financial services needs ofour clients. We intend to leverage our sales force to provide additional products and services that meet such client needs, which will drivelong-term value for all of our stakeholders. Our strategy is organized across four primary areas:

• Maximizing sales force growth, leadership and productivity;

• Broadening our protection product portfolio;

• Providing offerings that enhance our ISP business; and

• Developing digital capabilities to deepen our client relationships. 38 Freedom Lives Here ™


CorporatePerformanceObjectives

For purposes of short-term incentive compensation, corporate performance for fiscal 2017 was measured based on four separate objectives,which were derived from the Company’s 2017 business plan and corporate strategy. The following table describes the performance metricsand links each metric to the relevant components of the Company’s strategy: Strategic Objectives

Corporate Objective Rationale

MaximizeSales ForceGrowth,

Leadershipand

Productivity

Broaden ourProtectionProduct Portfolio

Provide Offeringsthat Enhance ourISP Business

DevelopDigital

Capabilitiesto DeepenOur Client

Relationships Operating Revenues

Reflects life and securitiessales as well as theperformance of ourinsurance in force andassets under management ✓ ✓ ✓ ✓

Net Operating Income

Reflects the overall successof the Company. Unlikeearnings per share, whichcan be affected bymanagement decisions onshare repurchases, thismeasure of earnings isrelevant for all of ouremployees who participate inthe incentive plan. ✓ ✓ ✓ ✓

Net Operating Income Return onAdjusted Stockholders’ Equity(ROAE)

Reflects net operatingincome performance, as wellas the effectiveness ofcapital managementstrategies ✓ ✓ ✓ ✓

Size of Life-Licensed SalesForce at Fiscal Year End

Represents recruiting,licensing efficiency, turnoverrates and long-termsustainability ✓


EXECUTIVE COMPENSATION The graph below shows the actual results for the fiscal 2017 corporate performance metric for the Executive Team members at 112.3% oftarget and shows the corporate performance for each metric for fiscal 2017 as well as the targeted goal and the actual performance for fiscal2016. For the Executive Team, net operating income was further adjusted to $251.4 million from reported results of $253.9 million to removeexcess tax benefits realized from share-based compensation that are attributable to the increase in the Company’s stock price and ROAEwas adjusted to exclude the impact of Tax Reform on equity. This adjusted the award payout for our Executive Team members down from113.9%, which is the percentage of award payout for Mr. Kelly and our other management employees.

The Board of Directors approves an annual business plan with financial and operational targets. The Compensation Committee typically tiesthe corporate performance targets to the metrics contained in that business plan. The corporate performance targets were intended to bechallenging but achievable, and the maximum goals were intended to be reachable only as a result of exceptional performance. Further, all ofthe fiscal 2017 performance objectives demonstrate rigor, reflecting values that exceed actual fiscal 2016 performance. The weighting of eachobjective was intended to emphasize areas on which our Board wanted the management team to focus its attention. Specifically, the size ofthe life-licensed sales force was given the highest weighting because the Compensation Committee believes that this metric has historicallydriven the success of the business and it sought to incentivize management to focus on initiatives to grow the sales force.

For all corporate performance metrics, performance at target pays out at 100% of target levels, a threshold level of performance (85% oftarget, or 90% for size of life-licensed sales force) pays out at 50% of target levels and a maximum level of performance (115% of target, or110% for size of life-licensed sales force) pays out at 200% of target levels. The payout is zero for results below threshold performance and,for results between threshold and maximum levels, the actual payout factor is extrapolated. The Compensation Committee intentionallynarrowed the payout band for the size of the life-licensed sales force metric compared to the other metrics because it believes thatperformance in only the narrower band would justify an incentive payout.

AdjustmentstoCompensationTargetsFinancial measures for the short-term and long-term equity incentive programs are developed based on expectations about our plannedactivities and reasonable assumptions about the performance of our key business drivers for the applicable period. The CompensationCommittee 40 Freedom Lives Here ™

EXECUTIVE COMPENSATION spends considerable time determining appropriate targets for these programs, and the Compensation Committee is reluctant to change themeasures of success during a performance period because both the Compensation Committee and the Board of Directors believe thatManagement is tasked with reacting appropriately to external challenges. As a result, the Compensation Committee does not expect to modifycorporate performance targets absent extraordinary circumstances.

From time to time, however, discrete items or events may arise that were not contemplated by these plans or assumptions and that wouldresult in inappropriate executive compensation payouts if such items or events were not given special consideration. Such items or eventscould include accounting and tax law changes, the impact of currency exchange rate changes, restructuring and write-off charges, significantacquisitions or dispositions, and gains or losses from unplanned regulatory, legal or tax settlements.

Under the Compensation Committee’s adjustment guidelines, the Compensation Committee may adjust the calculation of financial measuresfor these incentive programs to eliminate the effect of the types of items or events described above. In making these adjustments, theCompensation Committee’s policy is to seek to neutralize the impact of the unexpected or unplanned items or events, whether positive ornegative, in order to provide consistent and equitable incentive payments that the Compensation Committee believes are reflective ofCompany performance. In considering whether to make a particular adjustment under its guidelines, the Compensation Committee will reviewwhether the item or event was one for which management was responsible and accountable, treatment of similar items in prior periods, theextent of the item’s or event’s impact on the financial measure, and the item’s or event’s characteristics relative to normal and customarybusiness practices. The beneficial impact of Tax Reform was excluded from adjusting operating corporate performance measures, which is consistent with ourgeneral practice for making adjustments to operating results. The Compensation Committee determined that Tax Reform would have resultedin a windfall for our Executive Team members absent an adjustment of targets for the PSU plans that had previously been adopted.Therefore, the Compensation Committee modified the 2018 and 2019 ROAE targets that are reflected in the ROAE target for the 2016-2018and 2017-2019 performance periods as the most effective way of ensuring that these targets reflect the level of performance that wasintended when the awards were originally granted.

PersonalPerformanceObjectivesEach member of our Executive Team had personal performance objectives for fiscal 2017 that were approved by our Board of Directors. Thegoals support the Company’s strategic objectives and included matters such as management of key regulatory matters, the introduction ofnew products and technology initiatives, growth of the sales force and capital deployment. For fiscal 2017, the Compensation Committee didnot make any personal performance adjustments to the cash incentive award for any Executive Team member.

Mr. Kelly is not a member of the Executive Team and, as a result, he participates in the general management incentive compensationprogram. The Chief Executive Officer approved Mr. Kelly’s target incentive award value, as well as Mr. Kelly’s personal performanceobjectives. For executives at his level, incentive compensation is based 55% on corporate performance and 45% on personal performance.Further, the individual payout percentage can range from 0% to 135% of the target award value. For fiscal 2017, the payout factor forMr. Kelly based on his personal performance was set at 120%.



Say-on-PayIn 2017, our stockholders approved an annual Say-on-Pay vote. The Company’s most recent advisory vote on executive compensationoccurred at the 2017 Annual Meeting of Stockholders. Approximately 99.5% of votes cast approved our executive compensation program asdescribed in our 2017 proxy statement, and the Compensation Committee has not taken any action in response to that Say-on-Pay vote.

Tax ImplicationsThe Compensation Committee considers Section 162(m) of the Code in structuring incentive compensation. During 2017, Section 162(m)allowed incentive awards to qualify as “performance-based” compensation and allowed certain awards granted to our executives (other thanMs. Rand, the Chief Financial Officer, whose compensation was excluded from the deduction limitations of Section 162(m) in 2017 due to hertitle) to be tax deductible by us because “performance-based” compensation was not subject to the $1 million deduction limit imposed bySection 162(m). In late 2017, Section 162(m) was amended by Tax Reform to provide that beginning in 2018 any compensation over$1 million that is paid to any of our executive officers (including the Chief Financial Officer), whether or not such compensation is“performance-based”, is not deductible. While the Compensation Committee believes that tax deductibility of compensation is an importantconsideration, the ultimate goal of the Compensation Committee is to provide compensation that is in the best interests of the Company.Therefore, to maintain flexibility to compensate our executives in a manner designed to promote long-term corporate goals and objectives, theCompensation Committee has not adopted a policy with respect to the deductibility of executive compensation or requiring that executivecompensation have favorable accounting treatment to the Company. 42 Freedom Lives Here ™


Compensation Program ObjectivesOur executive compensation program was designed to achieve the following four primary objectives: Compensation Program Objective How Objective is AchievedMotivate and reward executives when they deliver desired businessresults and stockholder value

Incentive compensation is tied directly to corporate performanceand the achievement of strategic objectives.

Align executive and stockholder interests over the long-term

Equity-based incentive awards are tied to performance and theirvalue increases with stock price appreciation. All named executiveofficers receive time-based RSUs. Fifty percent of the value ofequity grants to Executive Team members is awarded in the formof PSUs, which will be delivered following completion of the three-year performance period only upon achievement of one or moreperformance goals. All members of the Executive Team are alsosubject to mandatory stock ownership guidelines. This further linksexecutive performance with stockholder interests.

Avoid pay programs that may encourage excessive or unreasonablerisk-taking, misalign the timing of rewards and performance, orotherwise fail to promote the creation of long-term stockholder value

The range of performance and payout levels is linear, so thatmanagement is not encouraged to take excessive risk to reach ahigher level of achievement. In addition, there is a cap for themaximum performance at each level.

Attract and retain the very best executive talent

Executive pay is designed to be competitive and performance-based. Executives are held accountable for results and rewardedabove target levels when goals are exceeded. When goals are notmet, incentive compensation awards are below target levels.

Company TenureMost of the members of the Company’s management team have been with the Company for many years, and the tenure of the Company’snamed executive officers ranges from 17 years to 37 years, with an average tenure of over 28 years. The Company’s management and theCompensation Committee both believe that the long tenure of a talented executive management team has been an important element in theCompany consistently achieving its production and financial goals. In addition, long tenure has enabled the Company to avoid the costs ofturnover. Further, we believe that tenure is an important factor in the Company’s successful execution of its business strategies. TheCompany’s distribution model is unique and understanding the nuances of our large and diverse sales force can take many years. TheCompany’s compensation policies are designed to promote this long tenure, which the Committee believes benefits the interests of theCompany’s stockholders. At the same time, the Corporate Governance Committee oversees succession planning and talent management,and members of the Corporate Governance Committee receive regular updates from Management to ensure that the Company is growingfuture leaders.


EXECUTIVE COMPENSATION Compensation ElementsThe elements of the fiscal 2017 executive compensation program for our named executive officers are described below. Pay Element Base Salary Bonus RSUs PSUs Type of Performance

Short-term emphasis

Hybrid of short-term and

long-term emphasis Long-term emphasis

Who Receives

All executives

Executive Team

members

When Granted

Reviewedannually

February 2018for 2017 performance

February 2018

February 2018

How Grant Determined

N/A

• Operating revenues• Net operating income• ROAE• Life sales force

Fixed grant values set inFebruary 2017.

Fixed grant values setin February 2017

Performance

Period

Ongoing

One year

Vest over three years

2018-2020

How PayoutDetermined

Judgment

N/A

N/A

ROAE

When Delivered

Bi-monthly

March 2018

Annually on March 1

In March 2021 aftercompletion of the three-

year performanceperiod

Form of Delivery

Cash

Equity

Equity

(1) Under the general management incentive compensation program in which Mr. Kelly participates, equity awards are tied to the same corporate performance measures as cashawards.

CompensationElements:BaseSalaryBase salary is a fixed amount based on an individual’s skills, responsibilities and experience. The Compensation Committee generally reviewsthese amounts in February of each year and intends for them to provide a competitive fixed rate of pay recognizing different levels ofresponsibility. The annual salaries of our named executive officers were increased as of April 1, 2015 to reflect their increasing responsibilitiesas a result of the Company’s leadership transition; they were unchanged for fiscal 2017 and fiscal 2016. See “— Fiscal 2017 ExecutiveCompensation.”

CompensationElements:Performance-BasedAwardsIncentive awards are granted to reward executives for achieving critical corporate and strategic goals. A portion of the incentive awards areequity-based to motivate executives to create long-term stockholder value. Cash and equity incentive awards combined represent the majorityof the compensation paid to our named executive officers. 44 Freedom Lives Here

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EXECUTIVE COMPENSATION For fiscal 2017, the Company utilized a “plan within a plan” structure for Executive Team members. The Compensation Committeeestablished a maximum permissible award for each Executive Team member that is equal to a designated percentage of operating incomebefore income taxes (defined as income from continuing operations before income taxes, adjusted to exclude the impact of realizedinvestment gains and losses). The program is divided into a short-term cash incentive program and a long-term equity incentive program. Forour Executive Team, cash incentive targets for fiscal 2017 performance were set by the Compensation Committee in February 2017. InFebruary 2018, the Compensation Committee determined the cash incentive award to each Executive Team member based on theachievement of the Company’s previously established fiscal 2017 corporate performance objectives, with an adjustment of up to 20% basedon personal performance. For fiscal 2017, the Compensation Committee did not make any personal performance adjustments to the cashincentive award for any Executive Team member.

The value of the long-term equity incentive award granted to each member of our Executive Team in February 2018 was based on fixedaward values that were set by the Compensation Committee in February 2017. The Compensation Committee further determined to grant theaward 50% in the form of RSUs and 50% in the form of PSUs. The value of the PSUs will only be recognized if the Company achievesspecified levels of ROAE over the years 2018 through 2020.

The Compensation Committee selected ROAE as the performance metric because it incorporates both earnings performance and theeffective use of capital, and management believes it is the single measure by which the Company is most assessed by major investors. Theuse of this metric allows our stockholders to evaluate our financial achievements relative to other organizations. We believe this metric has asignificant influence on the value our stockholders place on the Company. The Compensation Committee intends to reevaluate theperformance metric(s) used for PSUs every grant year.

For Mr. Kelly, 55% of incentive compensation was tied to corporate performance and 45% of incentive compensation was tied to personalperformance. His incentive award is delivered 50% in cash and 50% in RSUs. A visual depiction of our Executive Team incentive award formula is set forth below (with the Chief Executive Officer’s short-term award forfiscal 2017 performance and fixed long-term award in February 2018 in italics as an example).

SHORT-TERM

Target Cash Award

$1,500,000

x

% Achievement of Corporate Performance

Objectives 112.3%

=

Preliminary Cash Payout

$1,684,500

x

+/- 20% adjustment for

personal performance

0%

=

Final CashPayout

$1,684,500

LONG-TERM

x

50% of award value granted in the

form of RSUs /

Closing price on date of grant

=

# of RSUs Granted

$1,375,000 $100.55 13,674

Fixed Equity Award

x

50% of award value granted in the

form of PSUs /

Closing price on date of grant

=

# of PSUs Granted

$2,750,000 $1,375,000 $100.55 13,674


EXECUTIVE COMPENSATION The table below sets forth the fiscal 2017 target awards or, for members of the Executive Team, the February 2018 fixed equity awards, aswell as each executive’s total target/fixed incentive award as a percentage of salary.

Name AnnualSalary (1)

Fiscal 2017 Target Cash

Award

February 2018EquityAward

Total TargetIncentiveAward

Total TargetIncentive Awardas a Percentage

of Salary Glenn J. Williams $750,000 $1,500,000 $2,750,000 $4,250,000 566.7% Peter W. Schneider $550,000 $ 850,000 $1,500,000 $2,350,000 427.3% Alison S. Rand $500,000 $ 400,000 $1,000,000 $1,400,000 280.0% Gregory C. Pitts $500,000 $ 400,000 $ 900,000 $1,300,000 260.0% William A. Kelly $463,500 $ 347,625 $ 347,625 $ 695,250 150.0% (1) Reflects annual base salary as of April 1, 2017.(2) The fixed award values were set in February 2017 and the awards were granted in February 2018. The award value was granted 50% in PSUs, of which between 0 and 150% will

be delivered to the named executive officer after the completion of the 2018-2020 performance period.(3) Reflects the target equity value of the February 2018 award. The grant date of each stock award is the date the final award (as opposed to the fixed value of the award) is approved by the CompensationCommittee. We do not coordinate equity grants with the release of material information. Further, we do not accelerate or delay equity grantsin response to material information, nor does the Company delay the release of material information for any reason related to the granting ofequity awards. All incentive compensation awards were made under the Second Amended and Restated Primerica, Inc. 2010 OmnibusIncentive Plan (the “Incentive Plan”), which was approved by our stockholders on May 17, 2017.

CompensationElements:BenefitsAs with other employees, our named executive officers are eligible to participate in our employee health benefit programs, including healthand dental insurance plans and a life insurance program, on the same terms as regular employees. In addition, all regular employees,including our named executive officers, receive dividends on unvested RSUs and are entitled to a Company match of employee contributionsto our 401(k) plan.

CompensationElements:PerquisitesThe Compensation Committee provides only limited perquisites to our executive officers. In fiscal 2017, those perquisites consisted ofexecutive physicals and spousal travel to certain company events.

The Compensation Setting ProcessHistoricalCompensationThe Compensation Committee reviews historical compensation for the named executive officers at least annually. The CompensationCommittee uses this information, which sets forth the components of executive compensation over time, as a basis for understanding thehistory of our executive compensation and the potential impact of recommended changes to the elements of our executive compensationprogram.

UseofaPeerGroupThe Compensation Committee reviews executive compensation at peer companies as part of its process of evaluating and settingcompensation for members of our Executive Team. The Compensation Committee does not seek to benchmark or set compensation at anyspecific 46 Freedom Lives Here

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EXECUTIVE COMPENSATION level relative to the peer data. Instead, the Compensation Committee uses this information primarily as background with respect tocompensation plan design decisions and as a general reference point for pay levels.

In selecting peer companies, the Compensation Committee sought companies operating in similar industries (life insurance, financialservices), with a similar business model (target customer, independent sales force and profitability) and similar size (revenue and marketcapitalization) as well as the marketplace for certain skills needed by our executives (direct marketing). This approach reflects the uniquenessand complexity of Primerica’s product and service mix, as opposed to focusing on a more narrow view of Primerica as a traditional lifeinsurance company, and it enables the Compensation Committee to make judgments based on the type of business in which the Company isengaged. Because of the unique nature of our business model, not all selected peer companies fit all identified criteria. The peer group forfiscal 2017 executive compensation was unchanged from that used in fiscal 2016.

Although used as a primary basis for developing a peer group by certain proxy advisory firms, the Compensation Committee did not considerthe Global Industry Classification Standard (“GICS”) code of potential peer companies. Although the Company’s GICS code characterizes itas an insurance company, the GICS code of many of the peers classifies them as diversified financial services companies. As a result, thepeer group considered by the Compensation Committee may differ from the peer group considered by certain proxy advisory firms.

InsuranceSurveyThe Compensation Committee annually reviews an aggregated insurance industry compensation survey that shows compensation levels forinsurance companies of various sizes. Compensation Peer Group

Life and Health Insurance Investment Banking and

Brokerage Asset Management and

Custody Banks Direct MarketingAmerican Equity Investment LifeHolding Co.

LPL Financial Holdings Inc.

Ameriprise Financial, Inc.

Nu Skin Enterprises Inc.

FBL Financial Group Inc.

Raymond James Financial, Inc.

Eaton Vance Corp.

Tupperware Brands Corporation

Torchmark Corporation

Stifel Financial Corp.

Waddell & Reed Financial, Inc.

TD Ameritrade HoldingCorporation

In fiscal 2017, the Compensation Committee completed a peer group compensation analysis based on individual executive comparisons. TheCompensation Committee considered these analyses and findings as part of its overall decision-making process regarding fiscal 2017executive compensation.

CompensationConsultantThe Compensation Committee retained Pearl Meyer as its independent compensation consultant for fiscal 2017. Pearl Meyer reviewedmanagement recommendations regarding compensation programs, provided competitive market data and information regarding peercompanies, assessed proposed plan designs,


EXECUTIVE COMPENSATION provided periodic updates on trends and developments in executive compensation and made recommendations with respect to executivecompensation. Pearl Meyer does not provide services to management or the Company, but management works closely with Pearl Meyer asrequested by and on behalf of the Compensation Committee.

In accordance with SEC requirements, the Company has affirmatively determined that no conflicts of interest exist between the Company andPearl Meyer (or any individuals working on the Company’s account on Pearl Meyer’s behalf). In reaching such determination, the Companyconsidered the following enumerated factors, all of which were attested to or affirmed by Pearl Meyer:

• During fiscal 2017, Pearl Meyer provided no services to, and received no fees from, the Company other than in connection with theengagement;

• The amount of fees paid or payable by the Company to Pearl Meyer in respect of the engagement represented (or are reasonablycertain to represent) less than 0.5% of Pearl Meyer’s total revenue for fiscal 2017;

• Pearl Meyer has adopted and put in place adequate policies and procedures designed to prevent conflicts of interest, which policies andprocedures were provided to the Company;

• There are no business or personal relationships between Pearl Meyer or any of the individuals on the team working with the Company,on the one hand, and any member of the Compensation Committee other than in respect of the engagement, on the other;

• There are no business or personal relationships between Pearl Meyer or any of the individuals on the team working with the Company,on the one hand, and any executive officer of the Company other than in respect of the engagement, on the other; and

• Neither Pearl Meyer nor any of the individuals on the team working with the Company owns our common stock.

Management’sRoleinSettingExecutiveCompensationOur Chief Executive Officer participated in setting the compensation of our other Executive Team members for fiscal 2017 by providingdetailed reports on personal performance and making recommendations to the Compensation Committee and he set the compensation forMr. Kelly. Our named executive officers do not directly participate in determining their compensation, although they provide the CompensationCommittee, and the Chief Executive Officer, as appropriate, with detailed reports on their personal achievements during the year. In makinghis recommendations, our Chief Executive Officer considered the individual’s performance and past contributions to the Company and theachievement of the Company’s strategic objectives, the potential future contribution of the individual to the Company, and achievement of theCompany’s business and financial goals, including the potential for the individual to make even greater contributions to the Company in thefuture than he or she has in the past, the risk that the individual may be recruited by a competitor, and market compensation data. Withrespect to our Executive Team members, the Compensation Committee discussed these recommendations with our Chief Executive Officerand in executive session with its independent compensation consultant. 48 Freedom Lives Here ™


Post-EmploymentCompensationThe Company has no executive deferred compensation plan or defined pension plan and has no agreements that trigger payouts solely dueto a change in control of the Company. The Compensation Committee has approved employment agreements with each member of ourExecutive Team that provide for severance and, in some cases, change of control benefits if the officer’s employment terminates upon aqualifying event or circumstance, such as being terminated without cause or leaving employment for good reason. Additional informationregarding the employment agreements is found under “— Employment Agreements” below, and a quantification of benefits that would havebeen received by our named executive officers had termination occurred on December 31, 2017 is found under “— Potential Payments andOther Benefits Upon Termination or Change of Control.”The Compensation Committee believes that severance benefits are an important part of a competitive overall compensation arrangement forour Executive Team members and are consistent with the objective of attracting, motivating and retaining highly talented executives. TheCompensation Committee also believes that such benefits will help to secure the continued employment and dedication of our ExecutiveTeam members, mitigate concern that they might have regarding their continued employment prior to or following a change of control, andencourage independence and objectivity when considering possible transactions that may be in the best interests of our stockholders but maypossibly result in the termination of their employment. Finally, the Compensation Committee believes that post-employment non-disclosure,non-competition and non-solicitation covenants to which our Executive Team members have agreed in consideration for the Companyproviding these severance benefits are highly beneficial to the Company.

CompensationPoliciesCompensation ClawbacksThe Company’s incentive compensation plan provides that the Compensation Committee may require the reimbursement of cash or forfeitureof equity awards if it determines that an award that was granted, vested or paid based on the achievement of performance criteria that wouldnot have been granted, vested or paid absent fraud or misconduct, an event giving rise to a restatement of the Company’s financialstatements or a significant write-off not in the ordinary course affecting the Company’s financial statements. The Company will adopt aclawback policy as required by the SEC in a manner consistent with final rules expected to be adopted in connection with the Dodd-FrankWall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).

Stock OwnershipStockOwnershipGuidelinesThe Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management withthose of our stockholders. As such, we maintain stock ownership guidelines under which our Executive Team members are required toacquire and hold our common stock in an amount representing a multiple of base salary. In determining compliance with these guidelines,stock ownership includes shares beneficially owned by the participant (or by immediate family members) as well as unvested RSUs. Until theownership guidelines are satisfied, our Executive Team members are required to hold 75% of the net shares received under the Company’sequity-based incentive compensation program (after having shares withheld to satisfy taxes associated with the exercise of options and thevesting of restricted stock units). The Compensation Committee reviews compliance with our stock ownership guidelines at least annually.


EXECUTIVE COMPENSATION PSUs, which represent 50% of the annual equity award to members of our Executive Team, and stock options do not count towardssatisfaction of the guidelines. The Compensation Committee believes that it is general industry practice to exclude PSUs and stock optionsfrom the calculation of stock ownership for purposes of the guidelines, since their dependency on stock price and/or future performancemakes their realization, and the amount that may be realized, highly uncertain. Beginning in 2017, PSU awards represent 50% of the equityaward value for our Executive Team members. As a result, the current holdings reflected below do not represent actual interests in ourcommon stock.

The following table sets forth the minimum stock ownership requirements and current holdings for our Executive Team members as ofMarch 1, 2018.

OwnershipGuideline

(as a multipleof base salary)

Status as ofMarch 1, 2018

Glenn J. Williams 5.0x 13.3x

Peter W. Schneider 3.5x 8.4x

Alison S. Rand 2.5x 9.3x

Gregory C. Pitts 2.5x 5.6x

The stock ownership of each of our Executive Team members exceeds the required ownership guidelines. Our non-employee directors arealso subject to stock ownership guidelines, which are described under “Board of Directors – Director Compensation – Director StockOwnership Guidelines.”

Hedging,PledgingandInsiderTradingPolicyOur insider trading policy expressly bars ownership of financial instruments or participation in investment strategies that hedge the economicrisk of owning our common stock. We also prohibit officers and directors from pledging Primerica securities as collateral for loans. In addition,we prohibit our officers, directors and employees from purchasing or selling Primerica securities while in possession of material, non-publicinformation, or otherwise using such information for their personal benefit.

Pre-SetTradingPlansOur executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of theExchange Act so that they can prudently diversify their asset portfolios and exercise their stock options before scheduled expirationdates. During fiscal 2017, all of our named executive officers were parties to Rule 10b5-1 trading plans that provided for the sale of shares atcertain designated prices or on certain designated dates. The purpose of such plans was to enable our executive officers to recognize thevalue of their compensation and diversify their holdings of our common stock during periods in which they would otherwise be unable to buyor sell such stock because important information about Primerica had not been publicly released.

EquityAwardstoSalesRepresentativesThe Compensation Committee has delegated to our Chief Executive Officer authority to approve, within defined maximum award limits,widespread performance-based grants to members of the sales force, who are independent contractors of the Company. The sales forceawards are determined based on specific formulas that are intended to motivate performance, and factors include successful life insurancepolicy acquisitions and sales of investment and savings products. The following chart details all equity awards, including awards to our salesforce, granted by the Compensation Committee in fiscal 2017. 50 Freedom Lives Here ™


Number of EquityAwards

Type of EquityAward Recipient Group

155,996 RSUs Sales Force74,752

RSUs

Management Employees, Other ThanNamed Executive Officers

41,352 RSUs Named Executive Officers36,046 PSUs Executive Team Members13,864

RSUs (or Deferred Stock Units in lieuthereof)

Board of Directors

(1) Excludes deferred stock units granted in lieu of cash payments or pursuant to dividend reinvestment.

RisksRelatedtoCompensationPoliciesandPracticesThe Company has in place a risk management discipline that is designed to capture, monitor, and control the risks created by its businessactivities, and the Compensation Committee considers risk in developing the compensation policies and practices for all employees, includingour named executive officers. Although our compensation programs are generally designed to pay for performance and provide incentive-based compensation, the programs contain various mitigating factors to ensure our employees are not encouraged to take unnecessary risksin managing our business.These factors include:

• Oversight of programs (or components of programs) by committees of our Board, including the Compensation Committee;

• Internal controls that are designed to keep our financial and operating results from being susceptible to manipulation by any employee,including our named executive officers;

• Discretion provided to our Board and the Compensation Committee to set targets, monitor performance and determine final payouts;

• Oversight of Company activities by a broad-based group of functions within the organization, including Human Resources, Finance andLegal and at multiple levels within the organization (both corporate and business unit/region);

• A mixture of programs that provide focus on both short- and long-term goals and that provide a mixture of cash and stock-basedcompensation;

• Incentive awards focused primarily on the use of reportable and broad-based financial metrics, with no one factor receiving an excessiveweighting;

• Time-based and, with respect to Executive Team members, performance-based vesting conditions with respect to equity awards;

• Clawback provisions in the Incentive Plan; and

• The long-term ownership interests in the Company held by certain of our key executive officers.The Compensation Committee has determined that the Company’s compensation policies and practices are not reasonably likely to have amaterial adverse effect on the Company.

Compensation Committee Interlocks and Insider ParticipationEach of Messrs. Mason and McCullough, Ms. Perez and Ms. Yastine has served as a member of the Compensation Committee during all offiscal 2017. None of the current or former members of the Compensation Committee is a former or current officer or employee of theCompany or any of its subsidiaries.


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Compensation Committee Report The Compensation Committee participated in the preparation of the CD&A and reviewed and discussed successive drafts with management.Following completion of this process, the Compensation Committee recommended to our Board of Directors that the CD&A be included in theAnnual Report on Form 10-K for fiscal 2017 (the “2017 Annual Report”) and this Proxy Statement.

COMPENSATION COMMITTEE:Barbara A. Yastine, ChairMark MasonRobert F. McCulloughBeatriz R. Perez (1) The material in the Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement or

any portion hereof into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates thisinformation by reference, and shall not otherwise be deemed filed under such acts.

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Compensation TablesSummaryCompensationTable

The following table describes total compensation earned during fiscal 2017, fiscal 2016 and the year ended December 31, 2015 (“fiscal 2015”)for our named executive officers.

Name and Principal Position Year Salary ($)

Bonus ($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensation

($)

Change in Pension Value

and Nonqualified Deferred

CompensationEarnings

($)

All Other Compensation

($) Total ($)

(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) Glenn J. Williams 2017 $750,000 — $2,749,942 — $ 1,684,500 $ 2,526 $ 58,667 $5,245,635

ChiefExecutiveOfficer 2016 $750,000 — $1,399,965 $411,674 $ 1,977,000 $ 2,893 $ 45,963 $4,587,495 2015 $700,000 — $ 517,452 $214,149 $ 1,828,500 $ 3,131 $ 40,529 $3,303,761 Peter W. Schneider 2017 $550,000 — $1,149,952 — $ 954,550 $ 3,147 $ 41,457 $2,699,106

President 2016 $550,000 — $ 807,488 $124,973 $ 1,120,300 $ 3,681 $ 35,326 $2,641,768 2015 $525,000 — $ 517,452 $107,069 $ 853,300 $ 3,776 $ 34,359 $2,040,956 Alison S. Rand 2017 $500,000 — $ 999,994 — $ 449,200 — $ 33,604 $1,982,798

ExecutiveVicePresidentandChiefFinancialOfficer

2016 $500,000 — $ 604,455 $103,208 $ 527,200 — $ 30,468 $1,765,331 2015 $487,500 — $ 421,634 $ 95,180 $ 487,600 — $ 30,283 $1,522,197

Gregory C. Pitts 2017 $500,000 — $ 899,914 — $ 449,200 — $ 37,478 $1,886,592 ExecutiveVicePresidentand

ChiefOperatingOfficer 2016 $500,000 — $ 557,967 $ 95,269 $ 527,200 — $ 29,559 $1,709,995 2015 $487,500 — $ 421,634 $ 95,180 $ 487,600 — $ 28,210 $1,520,124

William A. Kelly 2017 $461,250 — $ 426,868 — $ 405,487 — $ 28,737 $1,322,342 President,PFSInvestments 2016 $450,000 — $ 408,498 — $ 426,904 — $ 25,745 $1,311,147

2015 $428,708 $25,000 $ 285,048 — $ 408,527 — $ 23,302 $1,170,585

(1) For Executive Team members, represents a fixed value of time-based RSUs and PSUs granted in February 2017. For Mr. Kelly, represents time-based RSUs granted in February2017 for performance in fiscal 2016. The per share value of each RSU and PSU was the closing price of our common stock on the trading day immediately preceding the grantdate. See “Executive Compensation – Compensation Discussion & Analysis (“CD&A”) – Fiscal 2017 – Adjustment of Compensation Targets” for a discussion of certainadjustments that were made to the PSUs as a result of Tax Reform.

(2) Represents incentive awards paid in cash in March 2018 for performance in fiscal 2017.(3) Represents the positive changes in the present value of the pension benefits for each named executive officer under The Citigroup Pension Plan and The Travelers Retirement

Benefits Equalization Plan (the “Travelers Nonqualified Plan”). The amount of each named executive officer’s above-market or preferential earnings on compensation that wasdeferred on a basis that was not tax-qualified was $0.


(1) (2) (3) (4) (5) (6) (7) (3) (8) (9) (10) (3) (1) (2) (3) (4) (5) (6) (7) (3) (8) (9) (10) (3) (1) (2) (4) (5) (6) (7) (8) (9) (10) (1) (2) (4) (5) (6) (7) (8) (9) (10) (1) (2) (4) (5) (7)

(11) (8) (10)

EXECUTIVE COMPENSATION (4) Perquisites and personal benefits included executive healthcare benefits and spousal travel, neither of which exceeded the greater of $25,000 or 10% of the total. All Other

Compensation also includes dividends paid on unvested equity awards and the 401(k) plan matching contribution for the 2017 plan year as set forth below:

Name

Dividends onUnvested

Equity Awards 401(k)Match

Glenn J. Williams $ 31,840 $13,500 Peter W. Schneider $ 18,325 $13,500 Alison S. Rand $ 14,588 $13,500 Gregory C. Pitts $ 13,594 $13,500 William A. Kelly $ 11,934 $13,500 (5) Represents time-based RSUs and PSUs granted in February 2016 for performance in fiscal 2015. The per share value of each RSU and PSU was the closing price of our common

stock on the trading day immediately preceding the grant date. See “Executive Compensation – Compensation Discussion & Analysis (“CD&A”) – Fiscal 2017 – Adjustment ofCompensation Targets” for a discussion of certain adjustments that were made to the PSUs as a result of Tax Reform.

(6) Represents time-based non-qualified stock options granted in February 2016 for performance in fiscal 2015. For the valuation assumptions underlying the awards, see theCompany’s audited financial statements for fiscal 2016 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

(7) Represents incentive awards paid in cash in March 2017 for performance in fiscal 2016.(8) Represents time-based RSUs granted in February 2015 for performance in the fiscal year ended December 31, 2014 (“fiscal 2014”). The per share value of each RSU was the

closing price of our common stock on the trading day immediately preceding the grant date.(9) Represents time-based non-qualified stock options granted in February 2015 for performance in fiscal 2014. For the valuation assumptions underlying the awards, see the

Company’s audited financial statements for the fiscal 2015 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.(10) Represents incentive awards paid in cash in March 2016 for performance in fiscal 2015.(11) Mr. Kelly was awarded a discretionary bonus for his work preparing the business to make adjustments as a result of the fiduciary rule that, during fiscal 2015, was expected to be

finalized by the Department of Labor in 2016.

Salary(ColumnC)Reflects base salary earned by our named executive officers.

Bonus(ColumnD)Primerica did not award any non-incentive compensation (other than salary) to our named executive officers in fiscal 2017, fiscal 2016 orfiscal 2015 except that in fiscal 2015 Mr. Kelly was awarded a discretionary cash award for his work preparing the business to makeadjustments as a result of the Department of Labor’s fiduciary duty rule.

StockAwards(ColumnE)The dollar amounts for the awards represent the grant date fair value computed in accordance with GAAP, which is consistent with the valuethat the Compensation Committee considered when they determined the size of the awards except for minor discrepancies due to the inabilityto issue a fractional stock award. The ultimate value of the award will depend on the price of our common stock on the date that the awardvests. Details about fiscal 2017 awards are included in the “Fiscal 2017 Grant of Plan-Based Awards Table”. All time-based RSUs arescheduled to vest in equal annual installments over three years.

OptionAwards(ColumnF)The dollar amounts for the awards represent the grant date fair value computed in accordance with GAAP and will vary from the actualamount ultimately realized by our named executive officers. We are required by the SEC to disclose this amount; it is not the value that theCompensation Committee considered when they determined the size of the awards. All stock options are scheduled to vest in equal annualinstallments over three years. 54 Freedom Lives Here ™


Non-EquityIncentivePlanCompensation(ColumnG)These amounts: (i) reflect non-equity incentive plan compensation awards, which were earned by our named executive officers under theIncentive Plan based on corporate and personal performance during fiscal 2017, fiscal 2016 and fiscal 2015; and (ii) were approved by theCompensation Committee (or, for Mr. Kelly, our Chief Executive Officer) in February 2018, February 2017 and February 2016, respectively.

ChangeinPensionValueandNonqualifiedDeferredCompensationEarnings(ColumnH)These amounts are the positive changes in the present value of the pension benefits for each named executive officer under The CitigroupPension Plan and the Travelers Nonqualified Plan, which the executives participated in prior to the IPO. These benefits are all provided underCitigroup plans; Primerica does not have a pension plan or a deferred compensation plan.

AllOtherCompensation(ColumnI)These amounts reflect the combined value of each named executive officer’s perquisites, personal benefits and compensation that is nototherwise reflected in the table.



Fiscal2017GrantsofPlan-BasedAwardsTableThe following table provides information about each grant of plan-based awards made to our named executive officers during fiscal 2017.Each of the incentive awards granted by Primerica during fiscal 2017 and reported in the below table was granted under, and is subject to theterms of, the Incentive Plan. Awards granted under the Incentive Plan are transferable only to trusts established solely for the benefit of thegrantee’s family members or to a beneficiary of a named executive officer upon his or her death.

Grant Date

Estimated Future Payouts Under Non-Equity Incentive

Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

Maximum Based

on 162(m) Bonus Pool

All Other Stock Awards:Number

of Shares

of Stock or Units(#)

Grant Date Fair Value

of Stock Awards Name

Threshold($)

Target($)

Maximum($)

Threshold(#)

Target(#)

Maximum(#)

(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K) Glenn J. Williams • Short-Term Incentive Plan• Performance Stock Units• Time-Based RSUs

0 $1,500,000 $3,000,000 $7,563,600 02/16/17 8,545 17,091 25,636 $1,374,971 02/16/17 17,091 $1,374,971

Peter W. Schneider • Short-Term Incentive Plan• Performance Stock Units• Time-Based RSUs

0 $ 850,000 $1,700,000 $3,781,800 02/16/17 3,573 7,147 10,720 $ 574,976 02/16/17 7,147 $ 574,976

Alison S. Rand • Short-Term Incentive Plan• Performance Stock Units• Time-Based RSUs

0 $ 400,000 $ 800,000 $3,781,800 02/16/17 3,107 6,215 9,322 $ 499,997 02/16/17 6,215 $ 499,997

Gregory C. Pitts • Short-Term Incentive Plan• Performance Stock Units• Time-Based RSUs

0 $ 400,000 $ 800,000 $3,781,800 02/16/17 2,796 5,593 8,389 $ 449,957 02/16/17 5,593 $ 449,957

William A. Kelly 0 $ 347,625 $ 593,570 N/A $ 347,625 $ 593,570 N/A • Time Based RSUs 02/16/17 5,306 $ 426,868

(1) Represents cash incentive award amounts for each named executive officer for performance in fiscal 2017 that were paid in March 2018.(2) For members of our Executive Team, represents PSUs that will be paid out in 2020 based on the Company’s ROAE for the performance period of 2017 through 2019. See

“Executive Compensation – Compensation Discussion & Analysis (“CD&A”) – Fiscal 2017 – Adjustment of Compensation Targets” for a discussion of certain adjustments thatwere made to the PSUs as a result of Tax Reform. For Mr. Kelly, represents RSUs awarded in February 2018 for performance in fiscal 2017.

(3) Represents a designated percentage of operating income before income taxes for fiscal 2017, which was equal to $378.2 million. “Operating income before income taxes” isdefined as Primerica’s income before income taxes, adjusted to exclude the impact of realized investment gains and losses. The maximum permissible award was determined inthe aggregate only and it is not broken down between the cash and equity components.

(4) Represents time-based RSUs granted under the incentive compensation plan in February 2017.(5) The Compensation Committee approved the 2017 incentive compensation program on February 16, 2017. Grants under the program were made on February 27, 2018. 56 Freedom Lives Here

(1) (2)

(3) (4)

(5)

(5)

(5)

(5)

(5)

™


EstimatedFuturePayoutsUnderNon-EquityIncentivePlanAwards(ColumnsC,DandE)These amounts reflect the annual incentive compensation amounts that could have been earned under the Incentive Plan during fiscal 2017based upon the achievement of performance goals. The target and maximum levels for Executive Team members are set annually by theCompensation Committee and no cash incentive award is paid if threshold levels of corporate performance are not met. Although themaximum permissible incentive compensation award was equal to a designated percentage of operating income before income taxes for ourExecutive Team members (see Column I), the Compensation Committee determined the actual cash award based on the achievement ofcorporate performance objectives. For Mr. Kelly, the target amount is set annually by the Chief Executive Officer and the incentive programprovides for a maximum payout of 200% of target for corporate performance and 135% of target for individual performance. Further, no cashincentive award is paid if threshold levels of corporate performance are not met. The annual cash incentive compensation earned in fiscal2017 by our Executive Team members was approved by the Compensation Committee in February 2018 and paid in March 2018. Theseamounts are reflected in column (G) of the “Summary Compensation Table.”

EstimatedFuturePayoutsUnderEquityIncentivePlanAwards(ColumnsF,GandH)For our Executive Team members, these amounts reflect the PSUs that were awarded in February 2017. Shares of common stock underlyingthose awards will be delivered in March 2020 only if pre-established performance goals are satisfied over the three year performance periodof 2017 through 2019. The number of shares of common stock ultimately delivered will range from 50% to 150% of the number of PSUs,depending on performance. For Mr. Kelly, the incentive award is paid 50% in cash and 50% in equity so these amounts are identical to thosedisclosed under Columns C, D and E.

MaximumBasedon162(m)BonusPool(ColumnI)The overall maximum incentive award for each Executive Team member, which is equal to a specified percentage of operating income beforeincome taxes, reflects an aggregate maximum for cash incentive and stock-based incentive awards. Due to Tax Reform, this program featurehas been eliminated beginning with fiscal 2018.

AllOtherStockAwards(ColumnJ)For Executive Team members, this column represents fixed values of time-based RSUs granted in February 2017. For Mr. Kelly, this columnrepresents time-based RSUs granted in February 2017 for fiscal 2016 performance. The restrictions on these RSUs lapse in equalinstallments on March 1 of each of the subsequent three years. Further, the restrictions on the RSUs lapse automatically upon the death ofthe grantee and upon the retirement of any employee so long as he or she is at least 55 years of age and his or her age plus years of serviceequals at least 75. Upon disability of the grantee, the RSU continues to vest for 12 months and, if the grantee remains on approved disabilityleave, then the unvested portion vests as of the first anniversary of the commencement of such disability leave. Holders of RSUs do not havethe right to vote or dispose of their RSUs, but the awards do receive dividend equivalents.

GrantDateFairValueofStockAwards(ColumnK)The grant date fair value of RSUs in this table is equal to the number of time-based RSUs awarded multiplied by the closing price of ourcommon stock on the trading day immediately preceding the grant date.



OutstandingEquityAwardsatFiscalYear-EndTableThe following table sets forth information regarding Primerica equity awards outstanding as of December 31, 2017, based on the closing priceof our common stock on that date of $101.55 per share. Option Awards Stock Awards

Equity Incentive Plan

Awards:

Number of Securities Underlying Unexercised

Options (#)

Option ExercisePrice ($)

Option Expiration

Date

Number ofShares or Units of StockThat

Have Not Vested (#)

Market Value of Shares or Units of StockThat

Have Not Vested ($)

Number of Unearned

Shares, Unitsor Other Rights

That Have Not

Vested (#)

Market or Payout Value of Unearned Shares, Units or Other Rights

That Have Not

Vested ($) Name Grant Date Exercisable Unexercisable Glenn J. Williams 02/23/15 — 6,449 $ 53.50 2/23/2025 3,224 $ 327,397 — —

02/24/16 — 33,429 $ 41.88 2/24/2026 16,714 $1,697,307 8,357 $ 848,653 02/16/17 — — — — 17,091 $1,735,591 17,091 $1,735,591

37,029 $3,760,295 25,448 $2,584,244 Peter W. Schneider 02/11/14 3,913 — $ 41.20 2/11/2024 — — — —

02/23/15 6,448 3,224 $ 53.50 2/23/2025 3,224 $ 327,397 — $ — 02/24/16 5,074 10,148 $ 41.88 2/24/2026 10,148 $1,030,529 4,059 $ 412,191 02/16/17 — — — — 7,147 $ 725,778 7,147 $ 725,778

20,519 $2,083,704 11,206 $1,137,969 Alison S. Rand 02/11/14 3,348 — $ 41.20 2/11/2024 — $ — — —

02/23/15 2,866 2,866 $ 53.50 2/23/2025 2,627 $ 266,772 — 02/24/16 4,190 8,381 $ 41.88 2/24/2026 7,553 $ 767,007 3,104 $ 315,211 02/16/17 — — — — 6,215 $ 631,133 6,215 $ 631,133

16,395 $1,664,912 9,319 $ 946,344 Gregory C. Pitts 02/23/15 5,732 2,866 $ 53.50 2/23/2025 2,627 $ 266,772 — —

02/24/16 — 7,736 $ 41.88 2/24/2026 6,972 $ 708,007 2,865 $ 290,941 02/16/17 — — — — 5,593 $ 567,969 5,593 $ 567,969

15,192 $1,542,748 8,458 $ 858,910 William A. Kelly 02/23/15 — — — — 1,776 $ 180,353 — —

02/24/16 — — — — 6,503 $ 660,380 — — 02/16/17 — — — — 5,306 $ 538,824 — —

13,585 $1,379,557

(1) Scheduled to vest on March 1, 2018.(2) Scheduled to vest in equal installments on March 1, 2018, and March 1, 2019, and automatically vests on the date that a recipient retires from the Company so long as he or she is

at least 55 years of age and his or her age plus years of service equals at least 75.(3) Scheduled to vest in equal annual installments on March 1, 2018, March 1, 2019 and March 1, 2020, and automatically vests on the date that a recipient retires from the Company

so long as he or she is at least 55 years of age and his or her age plus years of service equals at least 75.(4) Represents PSUs that vest at the end of the three year performance period of January 1, 2016 through December 31, 2018. The number of shares of common stock earned will be

between 0 and 150% of the number of PSUs awarded.(5) Represents PSUs that vest at the end of the three year performance period of January 1, 2017 through December 31, 2019. The number of shares of common stock earned will be

between 0 and 150% of the number of PSUs awarded.(6) Assumes shares of common stock are earned based on target performance. 58 Freedom Lives Here

(1) (1) (2) (2) (4) (6)

(3) (5) (6)

(1) (1) (6) (2) (2) (4) (6)

(3) (5)

(1) (1) (2) (2) (4) (6)

(3) (5) (6)

(1) (1) (2) (2) (4) (6)

(3) (5) (6)

(1) (2) (3)

™


Fiscal2017OptionExercisesandStockVestedTableThis table shows options that were exercised during fiscal 2017 as well as RSUs held by our named executive officers for which restrictionslapsed during fiscal 2017. The dollar values shown in this table reflect the value realized on the vesting date, which differ from the grant datefair value disclosed elsewhere in this Proxy Statement. Option Awards Stock Awards

Name

Number ofShares

Acquired onExercise (#)

Realized onExercise ($)

Number ofShares Acquiredon Vesting (#)

Value Realized

on Vesting ($) Glenn J. Williams 31,133 $ 1,170,211 15,566 $ 1,256,955 Peter W. Schneider — — 12,211 $ 986,038 Alison S. Rand — — 9,472 $ 764,864 Gregory C. Pitts 7,216 $ 282,763 9,182 $ 741,447 William A. Kelly — — 7,040 $ 568,480

(1) Represents the number of options exercised multiplied by the difference between the market price of the underlying securities at exercise and the option exercise price. Includesshares that were withheld for the payment of the exercise price and/or the payment of taxes due upon the exercise of the stock options.

(2) Includes shares that were withheld for the payment of taxes due upon the vesting of the restricted stock awards.(3) Represents the number of shares of our common stock acquired on March 1, 2017 multiplied by the closing stock price of our common stock of $80.75 on the next trading day

prior to those dates.

PensionPlanTableThe following table sets forth information for each of our named executive officers who participates in a plan that provides for payments orother benefits at, following, or in connection with retirement. These benefits are all provided under Citigroup plans, and Citigroup provided theplan descriptions. Primerica does not have a pension plan. The named executive officers who are not listed did not participate in the Citigroupplans in fiscal 2017.

Name Plan Name

Number ofYears CreditedService (#)

Present Value ofAccumulatedBenefit ($)

PaymentsDuring Last

Fiscal Year ($) Glenn J. Williams The Citigroup Pension Plan 8.00 $ 74,960 $ — Travelers Nonqualified Plan 2.00 $ 6,560 $ — Peter W. Schneider The Citigroup Pension Plan 7.50 $ 88,055 $ — Travelers Nonqualified Plan 1.50 $ 13,016 $ —

(1) The material assumptions used in determining the present value of the plan benefits are (a) a discount rate of 4.10% for the Citigroup Pension Plan and 4.00% for the TravelersNonqualified Plan, and (b) an interest credit rate on cash balance plan benefits of 3.10%.


(1) (2) (3)

(1)


The Citigroup Pension PlanThe purpose of this broad-based, tax-qualified retirement plan is to provide retirement income on a tax-deferred basis to all U.S. employees ofCitigroup, including Primerica’s employees through April 7, 2010, the closing date of the IPO. Effective January 1, 2002, this plan adopted asingle cash balance benefit formula for most of the covered population, including our named executive officers. This benefit is expressed inthe form of a hypothetical account balance. Benefit credits accrued annually at a rate between 1.5% and 6% of eligible compensation; the rateincreased with age and service. Interest credits are applied annually to the prior year’s balance, and are based on the yield on 30-yearTreasury bonds (as published by the Internal Revenue Service). Employees became eligible to participate in The Citigroup Pension Plan afterone year of service, and benefits generally vested after three years of service. Effective December 31, 2006, The Citigroup Pension Plan wasclosed to new members, and effective December 31, 2007, future cash balance plan accruals ceased. All of our named executive officerswere eligible for benefit accruals under this plan and continue to earn interest credits, like other participants.Eligible compensation generally includes base salary and wages, plus shift differential and overtime (including any before-tax contributions toa 401(k) plan or other benefit plans), incentive awards paid in cash during such year, including any amount payable for such year, butdeferred under a deferred compensation agreement, commissions paid during such year, any incentive bonus or commission granted duringsuch year in the form of restricted stock or stock options under The Citigroup Capital Accumulation Plan, but excluding compensation payableafter termination of employment, sign-on and retention bonuses, severance pay, cash and non-cash fringe benefits, reimbursements, tuitionbenefits, payment for unused vacation, any amount attributable to the exercise of a stock option, or attributable to the vesting of, or an 83(b)election with respect to, an award of restricted stock, moving expenses, welfare benefits, and payouts of deferred compensation. Annualeligible compensation was limited by Internal Revenue Service rules to $225,000 for 2007 (the final year of cash balance benefit accrual).The normal form of benefit under The Citigroup Pension Plan is a joint and survivor annuity for married participants (payable over the life ofthe participant and spouse) and a single life annuity for unmarried participants (payable for the participant’s life only). Although the normalform of the benefit is an annuity, the hypothetical account balance is also payable as a single lump sum, at the election of the participant. TheCitigroup Pension Plan’s normal retirement age is 65 years old. All optional forms of benefit under this formula available to our namedexecutive officers are actuarially equivalent to the normal form of benefit. Benefits are eligible for commencement under the plan upontermination of employment at any age, so there is no separate eligibility for early retirement.

TheTravelersRetirementBenefitsEqualizationPlanThe Travelers Nonqualified Plan, a nonqualified retirement plan, provides retirement benefits using the applicable Citigroup Pension Planformula, but based on The Citigroup Pension Plan’s definition of compensation in excess of the Code’s qualified plan compensation limit($170,000 for 2001), or benefits in excess of the Code’s qualified plan benefit limit ($140,000 for 2001). In 1994, the Travelers NonqualifiedPlan was amended to limit qualifying compensation under the plan to $300,000 and was further amended in 2001 to cease benefit accrualsafter 2001 for most participants (including our named executive officers).All other terms of the Travelers Nonqualified Plan are the same as under The Citigroup Pension Plan, including definitions of eligiblecompensation and normal retirement age. The optional forms of benefit available under the Travelers Nonqualified Plan and their equivalentvalues are the same as those under The Citigroup Pension Plan. 60 Freedom Lives Here ™


Potential Payments and Other Benefits Upon Termination or Change of ControlAs required by the rules of the SEC, this section describes payments that would have been made under employment agreements or, forMr. Kelly, in accordance with company policy as of December 31, 2017.The employment agreements with our Executive Team members in place as of December 31, 2017 included change-of-control provisions thatwere designed to provide protection to the executives so they are not distracted by their personal, professional and financial situations at atime when Primerica needs them to remain focused on their responsibilities, which is in Primerica’s best interests and those of all itsstockholders. These agreements provided for a “double-trigger” payout only in the event of both: (i) a change in control; and (ii) the namedexecutive officer is either terminated from his or her position other than for cause or terminates his or her employment for good reason withina limited period of time before or after the transaction.Potential payments to our named executive officers in the event of a change of control are reported below. These disclosed amounts areestimates only and do not necessarily reflect the actual amounts that would be paid to the named executive officers, which would only beknown at the time that they become eligible for payment. The amounts shown in the table are the amounts that could be payable under plansand arrangements in place as of December 31, 2017 if the named executive officer’s employment had terminated as of that date. The tablebelow does not include amounts to which our named executive officers would already be entitled that are described in the compensationtables appearing earlier in this Proxy Statement, including the value of equity awards that have already vested. The definitions of “cause,”“good reason” and “change of control” that were included in the agreements as of December 31, 2017 follow the table.

A = Severance arrangement for termination without cause or for good reasonB = Termination for causeC = Voluntary terminationD = Termination without cause after a change of controlE = Death or disability


EXECUTIVE COMPENSATION Potential Payments and Benefits

Name Cash

Severance

BonusEarned asof EventDate

Sec 280GExcise Taxand RelatedGross-Up

Total CashPayments

Vesting ofUnvestedLong-TermAwards

Health andWelfare

Continuation

Glenn J. Williams A $4,500,000 $1,684,500 — $ 6,184,500 $ 8,649,122 $ 35,201 B — — — — — — C — $1,684,500 — $ 1,684,500 — — D $4,500,000 $1,684,500 — $ 6,184,500 $ 8,649,122 $ 35,201

E — $1,684,500 — $ 1,684,500 $ 8,649,122 $ 35,201 Peter W. Schneider A $1,400,000 $ 954,550 — $ 2,354,550 $ 3,982,118 $ 25,509

B — — — — — — C — $ 954,550 — $ 954,550 — — D $2,100,000 $ 954,550 — $ 3,054,550 $ 3,982,118 $ 25,509

E — $ 954,550 — $ 954,550 $ 3,982,118 $ 25,509 Alison S. Rand A $ 900,000 $ 449,200 — $ 1,349,200 $ 3,249,062 $ 22,716

B — — — — — — C — $ 449,200 — $ 449,200 — — D $1,350,000 $ 449,200 — $ 1,799,200 $ 3,249,062 $ 22,716

E — $ 449,200 — $ 449,200 $ 3,249,062 $ 22,716 Gregory C. Pitts A $ 900,000 $ 449,200 — $ 1,349,200 $ 3,000,976 $ 34,380

B — — — — — — C — $ 449,200 — $ 449,200 — — D $1,350,000 $ 449,200 — $ 1,799,200 $ 3,000,976 $ 34,380

E — $ 449,200 — $ 449,200 $ 3,000,976 $ 34,380 William A. Kelly A $ 463,500 $ 405,487 — $ 868,987 $ 1,379,557 —

B — — — — — — C — — — — — — D $ 463,500 — — $ 463,500 $ 1,379,557 —

E — — — — $ 1,379,557 —

(1) Our named executive officers are entitled to a pro rata share of the current fiscal year incentive awards in the event of termination without cause or after a change of control.Amounts in this table assume a termination date of December 31, 2017 and reflect cash incentive compensation earned for fiscal 2017 performance.

(2) No named executive officer is entitled to an excise tax gross-up payment under Section 4999 of the Code.(3) The value of unvested RSUs is equal to the closing price of our common stock on December 31, 2017, multiplied by the number of outstanding RSUs. The value of unvested

non-qualified stock options is equal to the closing price of our common stock on December 31, 2017 minus the option exercise price, multiplied by the number of unvested stockoptions. On December 31, 2017, the closing price of our common stock on the NYSE was $101.55 per share. Upon termination without cause due to death or disability, or upon forgood reason, the equity awards automatically vest in accordance with their terms. These values disregard the automatic vesting of awards upon the retirement of an eligibleemployee. PSUs vest at target in connection with a termination following a change in control or, or due to death or disability, and they are paid based on the actual earned amountat the end of the performance period in the event of termination without cause or for good reason.

(4) Health and welfare benefits are continued for up to 18 months from the separation date based on current elections and plan premiums.(5) Cash severance is equal to 200% of the sum of current annual base salary and target bonus.(6) Cash severance is equal to 100% of the sum of current annual base salary and target bonus.(7) Cash severance is equal to 150% of the sum of current annual base salary and target bonus.(8) Pursuant to the Primerica Separation Pay Plan.

A named executive officer’s rights upon the termination of his or her employment will depend upon the circumstances of the termination.Central to an understanding of the rights of each Executive Team member under the employment agreements is an understanding of thedefinitions of “cause,” “good reason” and “change of control” that are used in those agreements.Cause means: (i) the executive’s willful misconduct or gross negligence that causes material harm to the Company; (ii) the 62 Freedom Lives Here

(1) (2) (3) (4)(5)

(5)

(6)

(7)

(6)

(7)

(6)

(7)

(8)

(8)

™

EXECUTIVE COMPENSATION executive’s habitual substance abuse; (iii) the executive’s willful and continued failure (other than as a result of physical or mental incapacity)to perform the duties of the executive’s position or to follow the legal direction of our Board following written notice from our Board specifyingsuch failure; (iv) the executive’s being convicted of, or pleading guilty or nolocontendereto a felony or a crime involving moral turpitude;(v) the executive’s willful theft, embezzlement or act of comparable dishonesty against the Company; or (vi) a material breach by theexecutive of his or her employment agreement, which breach is not (if curable) cured by the executive within 30 days following his receipt ofwritten notice thereof.For purposes of the definition of “cause,” no act or failure to act by the executive shall be considered willful unless it is done, or omitted to bedone, in bad faith and without reasonable belief that the executive’s action or omission was in the best interests of the Company.Good Reason means: in the absence of the executive’s written consent, (i) a material diminution by the Company in the executive’s annualbase salary or a material diminution in the executive’s target bonus opportunity as a percentage of the executive’s annual base salary; (ii) amaterial diminution in the executive’s authority, duties or responsibilities, provided that a change in the executive’s reporting relationship shallnot constitute “good reason”; (iii) the Company requiring the executive’s principal business location to be at any office or location more than50 miles from the executive’s principal business location as of immediately prior to such relocation (other than to an office or location closer tothe executive’s home residence); or (iv) any material breach of the executive’s employment agreement by the Company.Change of Control means: (i) any person is or becomes a beneficial owner of securities of the Company representing 35 percent or more ofthe combined voting power of the Company’s then outstanding securities (other than through acquisitions from the Company); (ii) any plan orproposal for the dissolution or liquidation of the Company is adopted by the stockholders of the Company; (iii) individuals who constitute ourBoard (the “Incumbent Board”) cease for any reason to constitute at least a majority of our Board; provided, however, that any individualbecoming a director whose election, or nomination for election by our stockholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, butexcluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened electioncontest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatenedsolicitation of proxies or consents by or on behalf of a person other than our Board; (iv) all or substantially all of the assets of the Companyare sold, transferred or distributed; or (v) there occurs a reorganization, merger, consolidation or other corporate transaction involving theCompany, in each case, with respect to which the stockholders of the Company immediately prior to such transaction do not, immediatelyafter the transaction, own more than 50 percent of the combined voting power of the Company or other entity resulting from such transactionin substantially the same respective proportions as such stockholders’ ownership of the voting power of the Company immediately beforesuch transaction.

Pay RatioIn August 2015, pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the medianemployee’s annual total compensation to the total annual compensation of the principal executive officer. Registrants must comply with thepay ratio rule for the first fiscal year beginning on or after January 1, 2017. The stated purpose of the new disclosure is to provide a measureof the equitability of pay within the organization. The Company’s principal executive officer is Mr. G. Williams, our Chief Executive Officer.


EXECUTIVE COMPENSATION In determining the median employee, a listing was prepared of all employees as of December 1, 2017. The list of 2,699 employees included601 employees who are characterized as “hours worked only employees”, most of whom teach insurance licensing classes, and excluded 34of such employees with zero earnings in fiscal 2017. It excluded individuals who are affiliated with the Company solely as independentcontractors. For simplicity, the median employee was identified based on earnings reflected on forms W-2 and T4. We annualized wages andsalaries for those employees that were not employed for the full year of 2017 and applied a Canadian to U.S. dollar exchange rate to thecompensation elements paid in Canadian currency. The median amount was represented by an employee who works as a supervisor in thelife operations group at the Company’s home office in Duluth, Georgia. The annual total compensation for fiscal year 2017 for our ChiefExecutive Officer was $5,245,635, and for the median employee was $54,786. The resulting ratio of our CEO’s pay to the pay of our medianemployee for fiscal 2017 is estimated to be 96 to 1.The Company believes that the pay ratio set forth above is a reasonable estimate that has been calculated in a manner consistent with theSEC’s rules. The SEC allows for multiple approaches and permits companies to rely on a number of assumptions in calculating its pay ratio.Therefore, our method of calculating pay ratio will differ from that used by other companies and investors should not consider pay ratio inisolation or as a substitute for analysis of the Company’s executive compensation program. Further, our Compensation Committee does notconsider pay ratio in its development of the Company’s executive compensation program and does not use it in its determination of our CEO’scompensation. 64 Freedom Lives Here ™


Employment AgreementsEach of our Executive Team members is a party to an employment agreement, the terms of which are described below. Item Chief Executive Officer Other Executive Team MembersTerm of Employment Agreements

Three-year term, expired on April 1, 2018followed by annual auto-renewals; has auto-renewed for a term expiring on April 1, 2019

Three-year term, expired on January 5,2018 followed by annual auto-renewals;has auto-renewed for terms expiring onJanuary 5, 2019

Annual Base Salary

Subject to annual review and may beincreased but not decreased as a result ofsuch review

Subject to annual review and may beincreased or decreased as a result ofsuch review

Target Cash Incentive Award

200% of annual base salary for 2015 andunspecified for future years

Specified annually by the CompensationCommittee

Severance Benefits for Termination WithoutCause or by the Executive for Good Reason

200% of the sum of annual base salary andtarget bonus

100% of the sum of annual base salaryand target bonus

Severance Benefits for Termination WithoutCause or by the Executive for Good ReasonFollowing Contract Non-Renewal

200% of the sum of annual base salary andtarget bonus if terminated within two years ofcontract non-renewal

100% of the sum of annual base salaryand target bonus if terminated within oneyear of contract non-renewal

Severance Benefits for Termination WithoutCause or by the Executive for Good ReasonFollowing a Change of Control

No separate change of control provision

150% of the sum of annual base salaryand target bonus

Non-Competition Covenant

Expires 24 months after employmenttermination

Expires 18 months after employmenttermination

PositionsandEmploymentPeriodPursuant to his employment agreement, Mr. G. Williams was appointed Chief Executive Officer and he served on our Board since April 1,2015. His employment agreement and each employment agreement for the other Executive Team members had an initial three-year term,followed by annual automatic one-year renewals unless terminated by either party within 90 days prior to the completion of the term. Hisagreement has auto-renewed for a term expiring on April 5, 2019.

BaseSalaryThe Chief Executive Officer’s annual base salary during the period of his employment shall be no less than $750,000, subject to annualreview by the Compensation Committee for increase but not decrease pursuant to its normal performance review policies for seniorexecutives. The employment agreements provide that the annual base salary for Mr. Schneider is $550,000 and for each of Ms. Rand andMr. Pitts is $500,000, subject to increase or decrease as a result of annual review by the Compensation Committee pursuant to its normalperformance review policies for senior executives.



AnnualCashBonusThe Chief Executive Officer will be eligible to receive an annual cash bonus upon achieving certain performance targets that shall beestablished in good faith by the Compensation Committee, with the threshold and target annual cash bonus amounts being set by theCompensation Committee annually. Each other Executive Team member will be eligible to receive an annual cash bonus upon achievingcertain performance targets that shall be established by the Compensation Committee, with such executive’s target annual cash bonusopportunity to be determined by the Compensation Committee based upon the recommendations of the Chief Executive Officer.

Long-TermIncentiveAwardsEach Executive Team member is eligible to receive, in the good faith discretion of the Compensation Committee, annual equity compensationawards granted pursuant to the Company’s long-term incentive compensation arrangements. Any outstanding long-term incentive awards willvest upon the termination of the executive’s employment: (i) by the Company without cause or due to the executive’s disability or death; or(ii) by the executive for good reason.

Post-TerminationPaymentsThe material terms and conditions of the severance provisions of the employment agreements are set forth below.

For Cause or By the Executive Without Good ReasonIf an executive terminates his or her employment without good reason, then the Company shall pay the executive any accrued but unpaidannual base salary, any accrued but unused vacation pay, any accrued but unpaid annual bonus for the fiscal year prior to the year oftermination and any amounts or benefits due to the executive as of the date of his or her termination under the Company’s plans or programs(together, “Accrued Compensation”). If an executive is terminated by the Company for cause, then the executive shall be entitled to receivefrom the Company the Accrued Compensation, except that he or she will not be entitled to his or her annual bonus for the previous fiscal yearof the Company.

Death or DisabilityIf an executive’s employment is terminated as a result of his or her death or disability, then the Company shall pay to the executive or his orher estate (if termination results from the executive’s death) the Accrued Compensation and a pro-rated annual bonus (based on actualperformance) for the fiscal year of the termination (the “Pro-Rated Bonus”). In addition, the Company shall provide to the executive and his orher dependents for a period of 18 months following the date of such termination medical (including vision and dental) benefits equal to thosethat would have been provided to the executive and to such dependents under a Company-sponsored plan if the executive’s employment hadnot been terminated (so long as the executive pays any applicable premiums and is not employed with another employer and covered by anemployer-sponsored plan providing substantially equivalent medical or life insurance benefits). During this 18-month period, the Company willpay to the executive a monthly amount equal to the premium required to be paid by the executive for such benefits (the “Health Benefits”).

By Executive For Good Reason or by the Company Without CauseIf the Chief Executive Officer’s employment is terminated: (i) by the Chief Executive Officer for good reason; or (ii) by the Company for anyreason other than cause, death or disability, then, subject to the Chief Executive Officer’s timely execution and delivery of a release of claimsagainst the Company, the Company shall: (a) pay to the Chief Executive Officer the Accrued Compensation and Pro-Rated Bonus; (b) pay to 66 Freedom Lives Here ™

EXECUTIVE COMPENSATION the Chief Executive Officer in a lump sum in cash, no later than the 60 day following his termination, an amount equal to two times the sumof the Chief Executive Officer’s annual base salary and target bonus as of the date of his termination; and (c) provide to the Chief ExecutiveOfficer the Health Benefits.If any other Executive Team member’s, other than the Chief Executive Officer’s, employment is terminated: (i) by such executive for goodreason; or (ii) by the Company for any reason other than cause, death or disability, then, subject to the executive’s timely execution anddelivery of a release of claims against the Company, the Company shall: (a) pay to such executive Accrued Compensation and thePro-Rated Bonus; (b) pay to such executive in a lump sum in cash, no later than the 60 day following the executive’s termination, an amountequal to one times the sum of the executive’s annual base salary and target bonus as of the date of the executive’s termination, provided thatsuch amount shall be one and one-half times the sum of his or her annual base salary and target bonus as of the date of termination if his orher termination occurs during the six months prior to or during the two-year period following a change of control; and (c) provide to suchexecutive the Health Benefits.

Defined TermsThe terms “cause” and “change of control” are defined in the applicable employment agreement and are summarized above under “—Potential Payments and Other Benefits Upon Termination or Change of Control.” The term “good reason” was modified in the revisedemployment agreements to mean, in the absence of the executive’s written consent: (i) a material diminution by the Company in theexecutive’s annual base salary or a material diminution in the executive’s target bonus opportunity as a percentage of the executive’s annualbase salary, unless replaced by one or more other bonus or incentive opportunities with a comparable aggregate bonus and incentiveopportunity; (ii) a material diminution in the executive’s authority, duties or responsibilities; (iii) the Company requiring the executive’s principalbusiness location to be at any office or location more than 50 miles from the executive’s principal business location as of immediately prior tosuch relocation (other than to an office or location closer to the executive’s home residence); or (iv) any material breach of the executive’semployment agreement by the Company.

RestrictiveCovenantsEach executive is prohibited from disclosing any confidential information or trade secrets of the Company during the period of his or heremployment and for an 18-month period (two-years for the Chief Executive Officer) (in each case, the “Restricted Period”) following his or hertermination, and the Company retains ownership of any work product and inventions developed by the executive during the period of his orher employment (but the Chief Executive Officer retains the right to use speeches, addresses and presentations made during such period).Additionally, during the period of the executive’s employment and during the Restricted Period, each executive is prohibited from recruiting,except during the period of his or her employment in connection with satisfying his or her duties to the Company, any person who is or was atany time during the previous six months an employee or representative of the Company or any of its affiliates. Finally, each executive isprohibited from competing with, or soliciting the business of any of the clients of, the Company during the period of his or her employment andthe Restricted Period. This restriction on competition extends to any business or entity that engages in, or is working to engage in, thenetwork marketing of life, auto or property insurance products, mutual funds, variable annuities or securities similar to those offered by theCompany, to the extent operating in the United States, Canada or any other territory in which the Company operates prior to, or on the dateof, termination of the executive’s employment. In addition, if the Chief Executive Officer is terminated under circumstances that result in thereceipt of severance payments, then during the Restricted Period he is prohibited from providing full-time services to any entity that engagesin the network marketing of any products direct to the consumer, provided that he may avoid applicability of this provision by repaying to theCompany any and all severance payments that he has received.


th

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A UDIT M ATTERS Audit Committee ReportCommitteeCompositionandSkillsThe Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. At December 31, 2017, the AuditCommittee was composed of four non-employee directors. Our Board of Directors has determined that each member of the Audit Committeeis “independent” and financially literate and that at least one member has accounting or other related financial management expertise, in eachcase as such qualifications are defined under the Listing Standards of the NYSE. Our Board of Directors has also determined that each ofMessrs. McCullough and Crittenden and Ms. Day qualify as “audit committee financial experts” as defined by the SEC. All of the AuditCommittee members attended 100% of the meetings of the Audit Committee held during fiscal 2017. See “Board of Directors – BoardMembers” for a matrix highlighting the skills of each continuing Audit Committee member and a description of the business background ofeach continuing Audit Committee member.

ResponsibilitiesoftheAuditCommittee,ManagementandtheExternalAuditorThe Audit Committee is responsible for the appointment, compensation and oversight of KPMG, the Company’s independent registered publicaccounting firm. Further, it is responsible for monitoring and overseeing the Company’s financial reporting, internal controls and internal auditfunctions, as set forth in the written charter adopted by our Board. In connection with its oversight of the Company’s internal audit function, theAudit Committee reviewed the internal audit plan, competencies and staffing for fiscal 2017. The Company’s Chief Internal Auditor reportsdirectly to the Audit Committee and meets with the Audit Committee in executive session at least quarterly. In addition, the Audit Committeeoversees the Company’s risk function and it receives quarterly reports from the Company’s Chief Risk Officer on changes to the Company’srisk profile and risks on which the Management team has been devoting attention. The Audit Committee also ensures that management hasestablished procedures relating to any complaints received by the Company regarding accounting, internal controls, or auditing matters, andthe confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.Finally, the Audit Committee reviews and discusses the quarterly and annual earnings press releases, consolidated financial statements(including the presentation of non-GAAP financial information) and Form 10-Q and Form 10-K disclosures under the heading “Management’sDiscussion and Analysis and Financial Condition and Results of Operations” with management, the internal auditors and the independentauditors. The Audit Committee Charter is available in the Corporate Governance section of our investor relations website athttp://investors.primerica.com. During fiscal 2017, the Audit Committee held eleven meetings.Management is responsible for:

• The presentation and integrity of the Company’s consolidated financial statements;

• Selecting accounting and financial reporting principles;

• Establishing and maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act);

• Establishing and maintaining internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act);

• Evaluating the effectiveness of disclosure controls and procedures;

• Evaluating the effectiveness of internal control over financial reporting; and

• Evaluating any change in internal control over financial reporting that has materially 68 Freedom Lives Here ™

AUDIT MATTERS affected, or is reasonably likely to materially affect, internal control over financial reporting.KPMG was responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on theconformity of those financial statements with GAAP as well as an audit of internal control over financial reporting. The Audit Committeereviewed KPMG’s Report of Independent Registered Public Accounting Firm included in the 2017 Annual Report related to its audits.

Appointment,CompensationandOversightofKPMGKPMG has served as the Company’s independent registered public accounting firm since before the IPO in 2010. Prior to retaining KPMG forfiscal 2017, the Audit Committee evaluated KPMG’s performance with respect to fiscal 2016. In conducting this annual evaluation, the AuditCommittee reviewed responses to questionnaires completed by members of the Audit Committee and management that covered areas suchas independence (including the extent of non-audit services and fees), technical expertise, industry knowledge and communications with theAudit Committee. The Audit Committee also considered KPMG’s tenure and the impact on the Company of changing auditors.After determining to retain KPMG for fiscal 2017, the Audit Committee reviewed the proposed engagement letter, which included proposedfees for fiscal 2017. Throughout fiscal 2017, the Audit Committee or the Audit Committee Chairman (pursuant to delegation by the AuditCommittee) reviewed engagement letters for additional audit or non-audit projects, and the related fees, that were outside the scope of thepreviously approved fiscal 2017 engagement letter.

DiscussionswithKPMGThe Audit Committee has discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board(“PCAOB”) Auditing Standard No. 1301. In addition, KPMG has provided the Audit Committee with the written disclosures and the letterrequired by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with theAudit Committee concerning independence and the Audit Committee has discussed with KPMG the firm’s independence.

AuditedConsolidatedFinancialStatementsThe Audit Committee has reviewed and discussed the consolidated financial statements for fiscal 2017 with management and KPMG, theCompany’s independent registered public accounting firm for fiscal 2017. Based on these discussions with and reports of management andthe independent auditors of the Company and the Audit Committee’s review of the representations of management, as well as the discussionsreferenced above, the Audit Committee recommended to our Board that the audited consolidated financial statements for fiscal 2017 beincluded in the 2017 Annual Report for filing with the SEC.AUDIT COMMITTEE:Gary L. Crittenden, ChairP. George BensonCynthia N. DayRobert F. McCullough

Fees and Services of KPMGPursuant to an appointment by the Audit Committee, KPMG has served as the Company’s independent registered public accounting firm forfiscal 2017 and has audited the accounts of the Company and its subsidiaries for such year.


AUDIT MATTERS

FeesPaidtoKPMGThe following table sets forth the aggregate fees that the Company paid to KPMG in fiscal 2017 and fiscal 2016. All of the fees were approvedby the Audit Committee in accordance with its policies and procedures, including pre-approval of non-audit fees. See “— Pre-Approval ofServices Performed by Our Independent Registered Public Accounting Firm.”

Fiscal2017

Fiscal2016

(In thousands) Audit fees $ 2,706 $ 2,603 Audit-related fees 95 98 Tax fees 11 13 All other fees — —

Total fees $ 2,812 $ 2,714

(1) Reflects fees for professional services performed for the annual audit, quarterly reviews of the Company’s consolidated and condensed financial statements, statutory audits of theCompany’s subsidiaries and other regulatory filings or engagements.

(2) In fiscal 2017, fees included an annual Service Organization Control Report (“SOC1”) issued on behalf of a subsidiary of the Company, fees for a Canadian benefit plan audit, aFinancial Intermediary Controls and Compliance Assessment Report (“FICCA”) issued on behalf of a subsidiary of the Company, and fees for the Form S-8 relating to theCompany’s Incentive Plan. In fiscal 2016, fees included an annual SOC1 issued on behalf of a subsidiary of the Company, fees for a Canadian benefit plan audit, fees for a FICCAReport issued on behalf of a subsidiary of the Company, and fees for the shelf registration statement filed in early 2016.

(3) Reflects fees for tax compliance services.

Non-audit fees (consisting of tax fees and all other fees) represented 0.4% of total fees in fiscal 2017.

Pre-ApprovalofServicesPerformedbyKPMGThe Company has adopted a policy regarding pre-approval of non-audit services to be performed by our independent registered publicaccounting firm. Specifically, non-audit fees to be incurred by our independent registered public accounting firm for services permitted by theSarbanes-Oxley Act to be performed by such firm must be approved in advance by the Audit Committee Chair (for individual projects inamounts up to $100,000) or the Audit Committee. 70 Freedom Lives Here

(1)

(2)

(3)

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S TOCK O WNERSHIP Ownership of Our Common StockDirectorsandExecutiveOfficersThe following table furnishes information regarding beneficial ownership of our common stock by each director and nominee, each namedexecutive officer and our directors and executive officers as a group, all as of March 1, 2018. Unless otherwise noted, voting power andinvestment power in our common stock are exercisable solely by the named person. As of March 1, 2018, there were 44,289,821 shares ofour common stock outstanding. The address for each of our directors (other than Mr. Mason) and executive officers is c/o Primerica, Inc., OnePrimerica Parkway, Duluth, Georgia 30099.

Name of Beneficial Owner Aggregate Number of

Shares Beneficially Owned

Percentageof Shares BeneficiallyOwned Additional Information

John A. Addison, Jr.

27,032

*

Includes 4,483 vested RSUs. Excludes 312 RSUs thatdo not vest within 60 days.

Joel M. Babbit

8,429

*

Includes 5,541 vested RSUs and 2,888 vested deferredstock units issued in connection with the non-employeedirector deferred compensation plan. Excludes 312RSUs that do not vest within 60 days.

P. George Benson

15,112

*

Includes 14,083 vested deferred stock units issued inconnection with the non-employee director deferredcompensation plan. Excludes 312 deferred stock unitsthat do not vest within 60 days.

C. Saxby Chambliss

1,184

*

Represents vested deferred stock units issued inconnection with the non-employee director deferredcompensation plan. Excludes 697 deferred stock unitsthat do not vest within 60 days.

Gary L. Crittenden

14,438

*

Includes 1,847 vested RSUs and 11,656 vesteddeferred stock units issued in connection with thenon-employee director deferred compensation plan.Excludes 312 deferred stock units that do not vestwithin 60 days.

Cynthia N. Day

8,158

*

Represents vested deferred stock units issued inconnection with the non-employee director deferredcompensation plan. Excludes 312 deferred stock unitsthat do not vest within 60 days.


STOCK OWNERSHIP




Mark Mason

11,525

*

The address for Mr. Mason is c/o Citigroup, 399 ParkAvenue, New York, New York 10022. Includes 7,450vested RSUs and 944 vested deferred stock unitsissued in connection with the non-employee directordeferred compensation plan. Excludes 312 RSUs thatdo not vest within 60 days.

Robert F. McCullough

20,019

*


Beatriz R. Perez

6,259

*

Includes 3,371 vested RSUs and 2,888 vested deferredstock units issued in connection with the non-employeedirector deferred compensation plan. Excludes 312RSUs that do not vest within 60 days.

D. Richard Williams

29,691

*

Includes 3,548 vested RSUs and 944 vested deferredstock units issued in connection with the non-employeedirector deferred compensation plan. Excludes 312RSUs that do not vest within 60 days.

Barbara A. Yastine

13,405

*


Glenn J. Williams

79,676

*

Includes 6,734 vested stock options. Excludes 33,425RSUs, 33,144 stock options and 39,122 PSUs that donot vest within 60 days.

Peter W. Schneider

54,206

*


Gregory C. Pitts

30,524

*



STOCK OWNERSHIP




Alison S. Rand

52,948

*


William A. Kelly 20,272 * Excludes 10,822 RSUs that do not vest within 60 days.All directors and executive

officers as a group (16people)

392,879

*

* Less than one percent

PrincipalStockholdersSet forth in the table below is information about the number of shares held by persons we know to be the beneficial owners of more than 5%of our issued and outstanding common stock.

Name and Address ofBeneficial Owner

Aggregate Number ofShares Beneficially Owned

Percent ofOutstanding

Shares Additional InformationThe Vanguard Group100 Vanguard BlvdMalvern, PA 19355

4,837,716

10.9%

Based on a Schedule 13G filed by The VanguardGroup (“Vanguard”) on February 12, 2018.Vanguard has sole voting power with respect to86,316 shares, shared voting power with respect to5,987 shares, sole dispositive power with respect to4,749,230 shares, and shared dispositive powerwith respect to 88,486 shares.

Blackrock, Inc.55 East 52 StreetNew York, NY 10055

4,679,499

10.6%

Based on a Schedule 13G/A filed by BlackRock,Inc. (“BlackRock”) on January 19, 2018. BlackRockhas sole voting power with respect to 4,575,682shares and sole dispositive power with respect to4,679,499 shares.

Kayne Anderson RudnickInvestment Management LLC

1800 Avenue of the Stars2 FloorLos Angeles, CA 90067

3,682,748

8.3%

Based on a Schedule 13G filed by Kayne AndersonRudnick Investment Management LLC (“KayneAnderson”) on February 13, 2018. Kayne Andersonhas sole voting and dispositive power with respectto 3,049,584 shares and shared voting anddispositive power with respect to 633,164 shares.


nd

nd

STOCK OWNERSHIP

Name and Address ofBeneficial Owner

Aggregate Number ofShares Beneficially Owned

Percent ofOutstanding

Shares Additional InformationBaron Capital Group, Inc.767 Fifth Avenue49th FloorNew York, NY 10153

2,498,062

5.6%

Based on a Schedule 13G/A filed by BAMCO, Inc.(“BAMCO”), Baron Capital Group, Inc., Baron CapitalManagement, Inc. and Ronald Baron on February 14,2018. BAMCO has shared voting power with respectto 2,244,562 shares and shared dispositive powerwith respect to 2,498,062 shares. Baron CapitalGroup, Inc. and Ronald Baron each have sharedvoting power with respect to 2,430,065 and shareddispositive power with respect to 2,683,565 shares.Baron Capital Management, Inc. has shared votingpower and shared dispositive power with respect to185,503 shares.

Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of our commonstock (the “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC. Reporting Persons arerequired by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.Based solely on a review of the copies of such forms furnished to the Company and written representations from the executive officers anddirectors, the Company believes that the Reporting Persons complied with all Section 16(a) filing requirements since the beginning of fiscal2017 except that Senator Chambliss inadvertently filed Form 4s late that reported the acquisition of deferred stock units under theNonemployee Directors’ Deferred Compensation Plan in lieu of the cash retainer. 74 Freedom Lives Here ™

R ELATED P ARTY T RANSACTIONS

Policies and Procedures Governing Related Party TransactionsOur Board has adopted a written policy with respect to related party transactions. This policy provides procedures for the review, and approvalor ratification, of certain transactions involving related parties required to be reported under applicable rules of the SEC. The policy, which isadministered by the Audit Committee, applies to any transaction or series of transactions in which we or one of our subsidiaries is aparticipant, the amount involved exceeds or may be expected to exceed $120,000 in any fiscal year and a related party has a direct or indirectmaterial interest. Certain transactions that we entered into prior to the IPO are excluded from the definition of related partytransactions. Under the policy, a related party includes (i) any person who is or was, since the beginning of the last fiscal year, a director,executive officer or nominee for election as a director, (ii) a greater than 5% beneficial owner of any class of our voting securities, (iii) animmediate family member of either of the foregoing persons or (iv) any entity in which any of the foregoing persons is employed or is a partneror principal or in a similar position in which such person has a 5% or greater beneficial ownership interest. Related party transactions arereferred to the Audit Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts andcircumstances, the Audit Committee will approve or ratify a related party transaction only if it determines the transaction is in, or is notinconsistent with, the best interests of the Company and our stockholders.

Transactions with CitigroupAs of December 13, 2011, Citigroup no longer had an ownership interest in Primerica. However, Mr. Mason, a member of Citigroup’s seniormanagement team, continues to serve on our Board of Directors. Mr. Mason is not an executive officer of Citigroup.In connection with the IPO, we entered into certain agreements and transactions with Citigroup that continue to be effective. Further, Citigroupparticipates in the syndicate for our new revolving credit facility. In fiscal 2017, the aggregate amount we paid to Citigroup represented lessthan 0.5% of Citigroup’s total revenues. The Company does not believe that Mr. Mason has any material interest, whether direct or indirect, inthe transactions and agreements we entered into with Citigroup in April 2010 in connection with the IPO or in any other arrangements that wehave with Citigroup pursuant to which the Company pays immaterial amounts to Citigroup.

Other TransactionsMr. Addison, one of our directors, serves on the Board of Directors of LegalShield. The Company has a business relationship with LegalShieldpursuant to which Primerica and members of our sales force receive a commission for sales of LegalShield’s legal protection plans. TheCompany does not believe that Mr. Addison has any material interest, whether direct or indirect, in these transactions or our arrangementswith LegalShield.In June 2017, the Company signed a consulting agreement with Mr. Addison pursuant to which he receives $25,000 per quarter to performvarious services requested by the Executive Team. At that time, the Board of Directors revoked the authorization, made in April 2015, to payMr. Addison $25,000 per quarter for his role as Chairman of Primerica Distribution.Before Senator Chambliss was elected to the Board, the Company had retained the law firm of DLA Piper, of which Senator Chambliss is apartner to provide legal advice to the Company on various regulatory and transactional matters. Senator Chambliss does not perform legalwork for the Company. The Corporate Governance Committee will approve any engagement of DLA Piper to perform future legal work and, ifnecessary, such engagement will also be submitted to the Audit Committee for approval as a related party transaction.


I NFORMATION ABOUT V OTING ANDTHE A NNUAL M EETING

We are furnishing this Proxy Statement in connection with the solicitation by our Board of Directors of proxies for the Annual Meeting for thepurposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held on Wednesday, May 16,2018 at 10:00 a.m., local time, at the Primerica Theater located in Primerica’s home office, One Primerica Parkway, Duluth, Georgia 30099.On or about April 5, 2018, we will mail a Notice of Internet Availability of Proxy Materials to holders of our common stock as of March 21,2018, other than those holders who previously requested electronic or paper delivery of communications from us. The notice will containinstructions on: (i) how to access this Proxy Statement and the 2017 Annual Report to Stockholders (the “Annual Stockholders Report”) and(ii) how to vote over the Internet, how to request and return a proxy card by mail and how to vote by telephone.

What is the purpose of this Proxy Statement?This Proxy Statement provides information regarding matters to be voted on at the Annual Meeting. Additionally, it contains certaininformation that the SEC requires us to provide annually to our stockholders. This Proxy Statement is also used by our Board of Directors tosolicit proxies to be used at the Annual Meeting so that all stockholders of record have an opportunity to vote on the matters to be presentedat the Annual Meeting, even if they cannot attend the meeting in person. Our Board has designated a Proxy Committee, which will vote theshares represented by proxies at the Annual Meeting in the manner indicated by the proxies (the “Proxy Committee”). The members of theProxy Committee are Mr. G. Williams, our Chief Executive Officer, and Mr. Schneider, our President.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set ofproxy materials?We are permitted by SEC rules to furnish our proxy materials over the Internet to our stockholders by delivering a Notice of InternetAvailability of Proxy Materials in the mail. We believe that this “e-proxy” process expedites your receipt of proxy materials, while lowering thecosts and reducing the environmental impact of the Annual Meeting. Unless requested, holders of our common stock will not receive a printedcopy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and reviewthis Proxy Statement and the Annual Stockholders Report over the Internet at www.proxyvote.com. The Notice of Internet Availability ofProxy Materials also instructs you as to how you may vote over the Internet, how to request and return a proxy card by mail, and how to voteby telephone. If you receive a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of the proxymaterials, then you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of ProxyMaterials.

Who is entitled to vote on the matters discussed in the Proxy Statement?You are entitled to vote if you were a stockholder of record of our common stock as of the close of business on March 21, 2018. Your sharescan be voted at the Annual Meeting only if you are present in person or represented by a valid proxy.

What constitutes a quorum for the Annual Meeting?The holders of a majority of the outstanding shares of our common stock as of the close of business on the record date must be present, 76 Freedom Lives Here ™

INFORMATION ABOUT VOTING AND THE ANNUAL MEETING either in person or represented by valid proxy, to constitute a quorum necessary to conduct the Annual Meeting. On the record date,44,063,960 shares of our common stock were issued and outstanding. Shares represented by valid proxies received but marked asabstentions, and shares represented by valid proxies received but reflecting broker non-votes, will be counted as present at the AnnualMeeting for purposes of establishing a quorum.

How many votes am I entitled to for each share of common stock I hold?Each share of our common stock represented at the Annual Meeting is entitled to one vote for each director nominee with respect to theproposal to elect directors and one vote for each of the other proposals to be voted on.

What proposals will require my vote?You are being asked to vote on the following proposals:

• The election of the eleven director nominees named in this Proxy Statement (Proposal 1);

• The consideration of an advisory vote on the compensation of our named executive officers as described in this Proxy Statement(Proposal 2); and

• The ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal 2018 (Proposal 3).

What vote is required to approve each proposal or elect directors, and how will my vote be counted?Proposal 1: Election of Eleven DirectorsEach director will be elected by a majority of the votes cast, meaning that each director nominee must receive a greater number of sharesvoted “FOR” such director than the shares voted “against” such director. If an incumbent director does not receive a greater number of sharesvoted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or her resignation to the Board. Inthat situation, the Board would decide whether to accept or reject the resignation, or whether to take other action and would publicly discloseits decision and rationale behind it. Any shares that are not voted (whether by abstention or otherwise) will have no impact on the outcome ofthe vote with respect to this proposal.

Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay)This proposal requires approval by the holders of at least a majority of the shares present in person or represented by valid proxy and entitledto vote at the Annual Meeting. Any shares that are not voted (whether by abstention or otherwise) will have no impact on the outcome of thevote with respect to this proposal. This is an advisory vote and is therefore not binding.

Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting FirmThis proposal requires approval by the holders of at least a majority of the shares present in person or represented by valid proxy and entitledto vote at the Annual Meeting. Any shares that are not voted (whether by abstention or otherwise) will have no impact on the outcome of thevote with respect to this proposal.

How does our Board of Directors recommend that I vote?Our Board recommends that you vote:

• “FOR” the election of the eleven director nominees named in this Proxy Statement (Proposal 1);

• “FOR” approval, on an advisory basis, of the compensation of our named executive officers as described in this Proxy Statement(Proposal 2); and

• “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal 2018 (Proposal 3).


INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

What is the difference between a registered stockholder and a beneficial holder of shares?

• If your shares of common stock are registered directly in your name with our transfer agent, Computershare, Inc., then you areconsidered a “registered stockholder” with respect to those shares. Registered stockholders and holders of shares held in the Primerica,Inc. Stock Purchase Plan (the “Stock Purchase Plan”) will receive a Notice of Internet Availability of Proxy Materials containinginstructions on how to access this Proxy Statement and the Annual Stockholders Report and how to vote over the Internet, how torequest and return a proxy card by mail, and how to vote by telephone.

• If your shares are held in “street name” through a broker, bank or other nominee, then you are considered the “beneficial holder” of theshares held for you. Beneficial holders of shares should refer to the instructions provided by their broker, bank or other nomineeregarding how to vote their shares or to revoke previous voting instructions. The availability of Internet and telephone voting depends onthe voting processes of the broker, bank or other nominee. As the beneficial holder, you have the right to direct your broker, bank orother nominee how to vote your shares. Beneficial holders may vote in person only if they have a legal proxy to vote their shares.

How do I vote?If you are a registered stockholder, then you have four voting options. You may vote:

• Over the Internet at the web address noted in the Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy cardthat you received;

• By telephone through the number noted on your proxy card (if you received a proxy card);

• By signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope enclosedtherewith; or

• By attending the Annual Meeting and voting in person.We encourage you to vote your shares as soon as possible by proxy even if you plan to attend the Annual Meeting.If you are a beneficial holder, then please refer to the instructions provided by your broker, bank or other nominee regarding how to vote.

I am a beneficial holder. How are my shares voted if I do not return voting instructions?Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with votinginstructions. Under the rules of the NYSE, brokerage firms have the authority to vote shares on certain routine matters for which theircustomers do not provide voting instructions by the tenth day before the Annual Meeting. The ratification of the appointment of KPMG as ourindependent registered public accounting firm for fiscal 2018 is considered a routine matter.None of the other proposals to be considered at the Annual Meeting is considered a routine matter. If a proposal is not a routine matter andthe brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to that proposal, then thebrokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” In tabulating the voting result for any particularproposal, shares that are subject to broker non-votes with respect to that proposal will not be considered votes either for or against theproposal. It is very important that you provide voting instructions to your brokerage firm if you want your shares to be voted at theAnnual Meeting on a non-routine matter. 78 Freedom Lives Here ™


Can I change my mind after I vote?If you vote by proxy, then you can revoke that proxy at any time before it is voted at the Annual Meeting. You can do this in one of thefollowing three ways:

• Vote again using the Internet or by telephone prior to the Annual Meeting; or

• Sign another proxy card with a later date and return it to us prior to the Annual Meeting; or

• Attend the Annual Meeting in person and vote in person.

How will a proposal or other matter that was not included in this Proxy Statement be handled for votingpurposes if it is raised at the Annual Meeting?If any matter that is not described in this Proxy Statement should properly come before the Annual Meeting, then the Proxy Committee willvote the shares represented by valid proxies in accordance with its best judgment. Notwithstanding the foregoing, shares represented by validproxies that are marked to deny discretionary authority to the Proxy Committee on other matters considered at the Annual Meeting will not bevoted on those other matters and will not be counted in determining the number of votes cast with respect to those other matters. At the timethis Proxy Statement was printed, management was unaware of any other matters that might be presented for stockholder action at theAnnual Meeting.

Who will tabulate and certify the vote?Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the vote, and a representative of Carl T. Hagberg andAssociates will act as the independent inspector of elections for the Annual Meeting and will certify the final vote.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials, proxymaterials e-mail or proxy card?This means that you have multiple accounts holding shares of our common stock with brokers and/or our transfer agent. You will need to voteseparately with respect to each Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy card that you receive. Pleasevote all of the shares you are entitled to vote.

Does the Company participate in householding?A single set of proxy materials, along with individual proxy cards, or individual Notices of Internet Availability of Proxy Materials, will bedelivered in one envelope to multiple stockholders of record having the same last name and address, unless contrary instructions have beenreceived from an affected stockholder. This is referred to as “householding.” We believe this procedure provides greater convenience to ourstockholders and saves money by reducing our printing and mailing costs and fees. If you would like to enroll in this service or receiveindividual copies of all documents, then please contact Broadridge by calling toll-free at 1-800-542-1061, or by writing to Broadridge FinancialSolutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Alternatively, if you participate in householdingand would like to revoke your consent or otherwise would like to receive separate copies of our proxy materials, then please contactBroadridge as described above and we will promptly deliver them to you upon your written or oral request.A number of brokerage firms have instituted householding. If you hold your shares in street name, then please contact your bank, broker orother nominee to request information about householding.



How do I vote the shares that I purchased through the Stock Purchase Plan?If you are a registered stockholder and you own shares of our common stock through the Stock Purchase Plan, and the accounts areregistered in the same name, then you will receive one Notice of Internet Availability of Proxy Materials representing your combined shares. Ifyour registered account and your Stock Purchase Plan are registered in different names, then you will receive separate Notices of InternetAvailability of Proxy Materials. If you hold shares through the Stock Purchase Plan, then your vote must be received by 11:59 p.m. Easterndaylight savings time on May 15, 2018, unless you vote in person at the Annual Meeting.

What happens if I abstain from voting?Abstentions with respect to a proposal are counted for purposes of establishing a quorum. If a quorum is present, then abstentions will haveno impact on the outcome of the vote with respect to Proposal 1 (election of eleven directors), Proposal 2 (Say-on-Pay), and Proposal 3(ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal 2018).

What do I need to do if I want to attend the Annual Meeting?You do not need to make a reservation to attend the Annual Meeting. However, attendance at the Annual Meeting is limited to Primericastockholders, members of their immediate families or their named representatives. The Company reserves the right to limit the number ofnamed representatives who may attend the Annual Meeting. In order to gain admittance to the meeting, you may be required to showevidence that you were a holder of our common stock on the record date.

How can I listen to the live webcast of the Annual Meeting?You may listen to a live webcast of the Annual Meeting at http:// investors.primerica.com. The webcast will allow you to listen to the AnnualMeeting, but stockholders accessing the Annual Meeting through the webcast will not be considered present at the Annual Meeting and willnot be able to vote their shares through the webcast or ask questions. If you plan to listen to the live webcast, then please submit your voteprior to the Annual Meeting using one of the methods described under “How do I vote?” above. An archived copy of the webcast will beavailable at http:// investors.primerica.comuntil at least June 15, 2018. Registration to listen to the webcast will be required. We have includedour website address for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement.

How are proxies solicited and what is the cost?We bear all expenses incurred in connection with the solicitation of proxies. We have engaged AST Phoenix Advisors, Inc. to assist with thesolicitation of proxies for an annual fee of $7,000 plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs inforwarding proxy materials to beneficial owners of our common stock. Our directors, officers and employees also may solicit proxies by mail,telephone and personal contact. They will not receive any additional compensation for these activities. IN ORDER THAT YOUR SHARES OF OUR COMMON STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING IN CASE YOU ARENOT PERSONALLY PRESENT, YOU ARE REQUESTED TO FOLLOW THE VOTING INSTRUCTIONS PROVIDED IN THE NOTICE OFINTERNET AVAILABILITY OF PROXY MATERIALS, PROXY MATERIALS E-MAIL OR PROXY CARD. Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Stockholders to be Held on May 16,

2018.

The Proxy Statement and the 2017 Annual Report to Stockholders are available free of charge at www.proxyvote.comand at http://investors.primerica.com


O THER S TOCKHOLDER I NFORMATION Other InformationConsolidated financial statements for Primerica, Inc. are included in the 2017 Annual Report, a copy of which may be obtained at the publicreference room maintained by the SEC at Room 1580, 100 F Street N.E., Washington, D.C. 20549, and the NYSE. The 2017 Annual Reportis also available on our investor relations website at http:// investors.primerica.com. A copy of the 2017 Annual Report (excluding exhibits) willbe furnished, without charge, by writing to the Corporate Secretary, Primerica, Inc., One Primerica Parkway, Duluth, Georgia 30099.

Proposals Pursuant to Rule 14a-8The Company encourages stockholders to contact the Company’s Corporate Secretary prior to submitting a stockholder proposal or any timethey have concerns about the Company. At the direction of our Board, the Company’s Corporate Secretary acts as the corporate governanceliaison to our stockholders. Proposals that stockholders would like to include in the Company’s proxy materials for presentation at the 2019Annual Meeting of Stockholders (the “2019 Annual Meeting”) must be received by the Corporate Secretary by 5:00 p.m. local time onDecember 7, 2018, and must otherwise comply with SEC rules in order to be eligible for inclusion in the proxy material for the 2019 AnnualMeeting. Such proposals should be submitted to the Corporate Secretary, Primerica, Inc., One Primerica Parkway, Duluth, Georgia 30099, orby fax: to 470-564-7202.

Proxy Access Director NomineesA stockholder or group of no more than 20 stockholders that has owned at least three percent of our common stock for at least three yearsmay nominate directors to our Board and have those nominees included in our proxy materials to be voted on at our annual meeting. Themaximum number of stockholder nominees that will be included in our proxy materials with respect to any such annual meeting is the greaterof (i) two or (ii) 20 percent of directors to be elected. For proxy access nominees to be considered at the 2019 Annual Meeting, the nominationnotice must be received by the Corporate Secretary no earlier 5:00 p.m. local time on November 7, 2018 and no later than 5:00 p.m. localtime on December 7, 2018. Among other things, the notice must include the information and documents described in the Company’s by-laws.

Other Proposals and Director NomineesOur Board and management do not currently intend to bring before the Annual Meeting any matters other than those disclosed in the Noticeof Annual Meeting of Stockholders, nor are they aware of any business which other persons intend to present at the Annual Meeting. Shouldany other matter or business requiring a vote of stockholders arise, the Proxy Committee intends to exercise the authority conferred by theproxy and vote the shares represented thereby in respect of any such other matter or business in accordance with its best judgment in theinterest of the Company.If a stockholder would like to bring a matter before the meeting that is not the subject of a proposal that meets the SEC proxy rulerequirements for inclusion in the proxy statement, the stockholder must follow procedures in the Company’s by-laws in order to personallypresent the proposal at the meeting.One of the procedural requirements in the Company’s by-laws is timely notice in writing of the business the stockholder proposes to bringbefore the meeting. Notice of business proposed to be brought before the 2019 Annual Meeting must be received by the Company’sCorporate Secretary no earlier than by 5:00 p.m. local time on January 17, 2019, and no later than 5:00 p.m. local time on February 16, 2019.Among other things, the notice must describe the business proposed to be brought before the meeting, the reasons for conducting thebusiness at the meeting, and any material interest of the stockholder in the business.


OTHER STOCKHOLDER INFORMATION Pursuant to Rule 14a-4 under the Exchange Act, if a stockholder notifies the Company after February 19, 2019 of an intent to present aproposal at the 2019 Annual Meeting (and for any reason the proposal is voted upon at the 2019 Annual Meeting), then the Proxy Committeewill have the right to exercise discretionary voting authority with respect to the proposal without including information regarding the proposal inits proxy materials.A stockholder also may directly nominate someone for election as a director at a stockholders’ meeting. Under the Company’s by-laws, astockholder may nominate a candidate at the 2019 Annual Meeting by providing advance notice to the Company to the Corporate Secretarythat is received no earlier than 5:00 p.m. local time on January 16, 2019, and no later than 5:00 p.m. local time on February 15, 2019. Suchnotice shall contain all of the information specified in the Company’s by-laws. In the event that the date of the 2019 Annual Meeting is morethan 30 days before or more than 60 days after the anniversary date of the Annual Meeting, the notice must be delivered to the Company’sCorporate Secretary not earlier than the 120th day prior to the 2019 Annual Meeting and not later than the later of the 90th day prior to the2019 Annual Meeting or, if the first public announcement of the date of the 2019 Annual Meeting is less than 100 days prior to the date of the2019 Annual Meeting, the 10th day following the day on which public announcement of the date of the 2019 Annual Meeting is first made bythe Company.A copy of the procedures and requirements related to the above matters is available upon request from the Corporate Secretary or can befound on the Company’s website at investors.primerica.com. The notices required above must be sent to the Corporate Secretary, Primerica,Inc., One Primerica Parkway, Duluth, Georgia 30099, or by fax: to 470-564-6600.

By Order of Our Board,

Stacey K. GeerCorporateSecretary

Duluth, GeorgiaApril 5, 2018 82 Freedom Lives Here ™

E XHIBIT AReconciliation of GAAP and Non-GAAP Financial Measures

We report the Company’s financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, we presentcertain non-GAAP financial measures that exclude the impact of certain items because they are considered unusual and not indicative of ourongoing operations. Our definitions of these non-GAAP financial measures may differ from the definitions of similar measures used by othercompanies. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluatingthe Company’s performance.Furthermore, management believes that these non-GAAP financial measures may provide users with additional meaningful comparisonsbetween current results and results of prior periods as they are expected to be reflective of our core ongoing business. These measures havelimitations, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported underGAAP.

Reconciliations of GAAP to non-GAAP financial measures are set forth below. Fiscal 2017 Fiscal 2016 (In millions) Total revenues $ 1,689.1 $ 1,519.1 Adjusted operating revenues reconciling items:

Less: Realized investment gains (losses), including other-than-temporary impairments (“OTTI”) (1.3) (4.1)

Adjusted operating revenues $ 1,687.8 $ 1,515.0

Fiscal 2017 Fiscal 2016 (In millions) Net income $ 350.0 $ 219.4 Net adjusted operating income reconciling items:

Less: Realized investment gains (losses), including OTTI 1.4 4.1 Less: Tax impact of reconciling items (0.4) (1.5) Less: Transition impact of Tax Reform 95.5 —

Net adjusted operating income $ 253.9 $ 216.8

Fiscal 2017 Fiscal 2016 Diluted earnings per share $ 7.61 $ 4.59 Diluted adjusted operating earnings per share reconciling items:

Less: Net after-tax impact of operating adjustments 2.11 0.06

Diluted adjusted operating earnings per share $ 5.52 $ 4.53

Primerica 2018 Proxy Statement A-1

EXHIBIT A

Fiscal 2017 Fiscal 2016 (Dollars in millions) Average stockholders’ equity $ 1,279.1 $ 1,196.2 Average adjusted stockholders’ equity reconciling items:

Less: Unrealized net investment gains recorded in stockholders’ equity, net of tax 46.4 56.6

Average adjusted stockholders’ equity $ 1,232.7 $ 1,139.6

Net adjusted operating income return on adjusted stockholders’ equity 20.6% 19.0% A-2 Freedom Lives Here ™

L OCATION FOR THE 2018 A NNUAL M EETING OF S TOCKHOLDERS

PRIMERICA, INC.Wednesday, May 16, 2018 at 10:00 a.m., local time

Primerica TheaterOne Primerica ParkwayDuluth, Georgia 30099

From downtown Atlanta:

• Take I-85 North to GA-120 — Exit 105 towards Duluth

• Continue 2.5 miles on access road towards Duluth and take GA 120W exit

• Continue to third stoplight on GA-120W (0.5 miles) and make a right turn onto Primerica Parkway

• Continue to second roundabout and go left, then make a right turn into the Primerica complex

Please note that attendance at the Annual Meeting will be limited to stockholders of Primerica, Inc. as of

the record date, members of their immediate family or their named representatives.

PRIMERICA, INC.1 PRIMERICA PARKWAYDULUTH, GA 30099

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit voting instructions and for electronic delivery of information upuntil 11:59 p.m. Eastern Time on May 15, 2018. Follow the instructions to obtain stockrecords and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSTo reduce the costs incurred by our company in mailing proxy materials, please consent toreceiving all future proxy statements, proxy cards and annual reports electronically via e-mailor the Internet. To sign up for electronic delivery, please follow the instructions above to voteusing the Internet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.

VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit voting instructions up until 11:59 p.m. Eastern Timeon May 15, 2018. Have this proxy card in hand when you call and then follow the instructions.

VOTE BY MAILMark, sign and date this proxy card and return it in the postage-paid envelope we haveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:E36751-P01623 KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PRIMERICA, INC. (Proposal 1) To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR For Withhold For All

Proposals 1, 2 and 3:

All

☐

All

☐

Except

☐

1. To elect the following directors:

Nominees:

01) John A. Addison, Jr. 07) Mark Mason 02) Joel M. Babbit 08) Beatriz R. Perez 03) P. George Benson 09) D. Richard Williams 04) C. Saxby Chambliss 10) Glenn J. Williams 05) Gary L. Crittenden 11) Barbara A. Yastine 06) Cynthia N. Day For Against Abstain

2. To consider an advisory vote on executive compensation (Say-on-Pay). ☐ ☐ ☐

3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2018. ☐ ☐ ☐

The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction ismade, this proxy will be voted FOR proposals 1, 2 and 3. If any other matters properly come before the meeting, or if cumulative voting is required, the personnamed in this proxy will vote in his or her discretion.

For address changes and/or comments, please checkthis box and write them on the back where indicated.

☐

Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. Whensigning as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date Signature (Joint Owners) Date

Annual Meeting of Stockholders

May 16, 201810:00 a.m.

Primerica Theater, 1 Primerica Parkway, Duluth, GA 30099

The doors will open at 9:30 a.m.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E36752-P01623

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFPRIMERICA, INC.

The undersigned hereby appoints Peter W. Schneider and Glenn J. Williams, and each of them, with the power to act without the other and withpower of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares ofPRIMERICA, INC. common stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly comebefore the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m., local time, May 16, 2018 at the Company’s Theater or anyadjournment thereof, with all powers which the undersigned would possess if present at the Meeting.

THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THEUNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTIONOF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND IN THE DISCRETION OF THE PROXIES WITH RESPECTTO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

(Continued and to be marked, dated and signed, on the other side)

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